Cities Index.
Agenda packet

Turlock City Council
January 13, 2026

Document
Agenda packet
Meeting
January 13, 2026
Body
Turlock City Council
Pages
703
Original file
126.5 MB
Text extracted from the city's file for reading and search. Open the original on turlockca.api.civicclerk.com. That file is the official record.

CITY CONTRACT NO. 2026-071 20
CITY PROJECT NO. 25-017
Rev. 10/2025
IN WITNESS WHEREOF, two identical counterparts of this agreement, consisting of a total of 32 pages, each of which counterparts shall for all purposes be deemed an original of said agreement, have been duly executed by the parties hereinabove named, on the day and year first herein above written.

DYNAMIC PAVEMENT, INC.
a California corporation CITY OF TURLOCK, a municipal corporation By: ____________________________ By: _____________________________ Susan E. Borrego, Interim City Manager
_______________________________
Print Name Date: ____________________________
Address:_________________________
_______________________________ APPROVED AS TO SUFFICIENCY:
_______________________________
Phone: __________________________ By: _____________________________ William D. Morris, RCE, PLS, City Engineer
Date: ___________________________
By: _____________________________
Christopher Fisher, Municipal Services
Director
Federal Tax ID or Social Security No:

APPROVED AS TO FORM:
_______________________________
By: _____________________________
George A. Petrulakis, City Attorney
DIR Registration Number:
_______________________________ ATTEST:

Affix Contractor’s Seal Here By: _____________________________ Nichole Fiez, City Clerk

Page 431 of 703 ends

CITY CONTRACT NO. 2026-071 21
CITY PROJECT NO. 25-017
Rev. 10/2025

EXHIBIT A
CONTRACTOR’S PROPOSAL FOR SERVICES

Page 432 of 703 ends

CITY CONTRACT NO. 2026-071 22
CITY PROJECT NO. 25-017
Rev. 10/2025

Page 433 of 703 ends

CITY CONTRACT NO. 2026-071 23
CITY PROJECT NO. 25-017
Rev. 10/2025

EXHIBIT B

PAYMENT BY FORCE ACCOUNT
For work paid by force account, the City Engineer compares City’s records to Contractor’s daily force account work report. When the City Engineer and Contractor agree on the contents of the daily force account work reports, the City Engineer accepts the report and City pays for the work. If the records differ, City pays for the work based only on the information shown on City’s records. If a subcontractor performs work at force account, work paid at force account will be accepted at an additional 2 percent (2%) markup to the total cost of that work, including markups, as reimbursement for additional administrative costs. The markups specified in labor, materials, and equipment includes compensation for all delay costs, overhead costs, and profit. If an item's unit price is adjusted for work-character changes, City excludes Contractor’s cost of determining the adjustment. Payment for owner-operated labor and equipment is made at the market-priced invoice submitted.

A. Labor. Labor payment is full compensation for the cost of labor used in the direct performance of the work plus a fifteen percent (15%) markup, as set forth below, and consistent with California Labor Code section 1770 et seq. Force account labor payment consists of:

1. Employer payment to the worker for:

1.1 Basic hourly wage

1.2 Health and welfare

1.3 Pension

1.4 Vacation

1.5 Training

1.6 Other State and federal recognized fringe benefit payments

2. Labor surcharge percentage in Labor Surcharge and Equipment Rental Rates current during the work paid at force account for:

2.1 Workers' compensation insurance

2.2 Social security

2.3 Medicare

2.4 Federal unemployment insurance

2.5 State unemployment insurance

2.6 State training taxes

3. Subsistence and travel allowances paid to the workers

4. Employer payment to supervisors, if authorized
The fifteen percent (15%) markup consists of payment for all overhead costs related to labor but not designated as costs of labor used in the direct performance of the work including:
(a) Home office overhead
(b) Field office overhead
(c) Bond costs

Page 434 of 703 ends

CITY CONTRACT NO. 2026-071 24
CITY PROJECT NO. 25-017
Rev. 10/2025
(d) Profit
(e) Labor liability insurance
(f) Other fixed or administrative costs that are not costs of labor used in the direct performance of the work
B. Materials. Material payment is full compensation for materials the Contractor furnishes and uses in the work. The City Engineer determines the cost based on the material purchase price, including delivery charges, except:

1. A fifteen percent (15%) markup is added;

2. Supplier discounts are subtracted whether the Contractor takes them or not;

3. If the City Engineer believes the material purchase prices are excessive, City pays the lowest current wholesale price for a similar material quantity;

4. If Contractor procured the materials from a source Contractor wholly or partially own, the determined cost is based on the lower of the:

4.1 Price paid by the purchaser for similar materials from that source on Contract items; and

4.2 Current wholesale price for those materials;
5 If Contractor does not submit a material cost record within thirty (30) days of billing, the determined cost is based on the lowest wholesale price:

5.1 During that period

5.2 In the quantities used
C. Equipment Rental. Equipment rental payment is full compensation for:

1. Rental equipment costs, including moving rental equipment to and from the change order work site using its own power.

2. Transport equipment costs for rental equipment that cannot be transported economically using its own power. No payment is made during transport for the transported equipment.

3. Fifteen percent (15%) percent markup.

If Contractor wants to return the equipment to a location other than its original location, the payment to move the equipment must not exceed the cost of returning the equipment to its original location.

If Contractor uses the equipment for work other than work paid by force account, the transportation cost is included in the other work.

Before moving or loading the equipment, Contractor must obtain authorization for the equipment rental's original location.

Page 435 of 703 ends

CITY CONTRACT NO. 2026-071 25
CITY PROJECT NO. 25-017
Rev. 10/2025
The City Engineer determines rental costs:

1. Using rates in Labor Surcharge and Equipment Rental Rates:

1.1. By classifying equipment using manufacturer's ratings and manufacturerapproved changes.

1.2. Current during the work paid by force account.

1.3. Regardless of equipment ownership but City uses the rental document rates or minimum rental cost terms if:

1.3.1. Rented from equipment business Contractor does not own.

1.3.2. The Labor Surcharge and Equipment Rental Rates hourly rate is $10.00 per hour or less.

2. Using rates established by the City Engineer for equipment not listed in Labor Surcharge and Equipment Rental Rates. Contractor may submit cost information that helps the City Engineer establish the rental rate but City uses the rental document rates or minimum rental cost terms if:

2.1. Rented from equipment business Contractor does not own.

2.2. The City Engineer establishes a rate of $10.00 per hour or less.

3. Using rates for transport equipment not exceeding the hourly rates charged by established haulers.

Equipment rental rates include the cost of:

1. Fuel 7. Repairs and maintenance

2. Oil 8. Depreciation

3. Lubrication 9. Storage

4. Supplies 10. Insurance

5. Small tools that are not consumed by use 11. Incidentals

6. Necessary attachments
City pays for small tools consumed by use. The City Engineer determines payment for small tools consumed by use based on Contractor-submitted invoices.

The City Engineer may authorize rates in excess of those in the Labor Surcharge and Equipment Rental Rates if:

1. Contractor submits a request to use rented equipment

2. Equipment is not available from Contractor’s normal sources or from one of Contractor’s subcontractors

3. Rented equipment is from an independent rental company

4. Proposed equipment rental rate is reasonable

5. The City Engineer authorizes the equipment source and the rental rate before Contractor uses the equipment

Page 436 of 703 ends

CITY CONTRACT NO. 2026-071 26
CITY PROJECT NO. 25-017
Rev. 10/2025
D. Equipment on the Job Site. For equipment on the job site at the time required to perform work paid by force account, the time paid is the time:

1. To move the equipment to the location of work paid by force account plus an equal amount of time to move the equipment to another location on the job site when the work paid by force account is completed

2. To load and unload equipment

3. Equipment is operated to perform work paid by force account and:

3.1. Hourly rates are paid in 1/2-hour increments

3.2. Daily rates are paid in 1/2-day increments
E. Equipment Not on the Job Site Required for Original-Contract Work. For equipment not on the job site at the time required to perform work paid by force account and required for originalContract work, the time paid is the time the equipment is operated to perform work paid by force account and the time to move the equipment to a location on the job site when the work paid by force account is completed.

The minimum total time paid is:

1. 1 day if daily rates are paid

2. 8 hours if hourly rates are paid
If daily rates are recorded, equipment:

1. Idled is paid as 1/2 day

2. Operated four (4) hours or less is paid as 1/2 day

3. Operated four (4) hours or more is paid as one (1) day If the minimum total time exceeds eight (8) hours and if hourly rates are listed, City rounds up hours operated to the nearest 1/2-hour increment and pays based on the hours shown in the following table.

The table does not apply when equipment is not operated due to breakdowns, in which case rental hours are the hours the equipment was operated.

Equipment Rental Hours
Hours
operated
Hours
paid

0.0 4.00

0.5 4.25

1.0 4.50

1.5 4.75

2.0 5.00

2.5 5.25

3.0 5.50

3.5 5.75

4.0 6.00

Page 437 of 703 ends

CITY CONTRACT NO. 2026-071 27
CITY PROJECT NO. 25-017
Rev. 10/2025

4.5 6.25

5.0 6.50

5.5 6.75

6.0 7.00

6.5 7.25

7.0 7.5

7.5 7.75
≥8.0 hours
used
F. Equipment Not on the Job Site Not Required for Original-Contract Work. For equipment not on the job site at the time required to perform work paid by force account and not required for original-Contract work, the time paid is the time:

1. To move the equipment to the location of work paid by force account plus an equal amount of time to return the equipment to its source when the work paid by force account is completed

2. To load and unload equipment

3. Equipment is operated to perform work paid by force account G. Non-Owner-Operated Dump Truck Rental. Contractor shall submit the rental rate for nonowner-operated dump truck rental to City. The City Engineer shall determine the payment rate.

Payment for non-owner-operated dump truck rental is for the cost of renting a dump truck, including its driver. For the purpose of markup payment only, the non-owner-operated dump truck is rental equipment and the owner is a subcontractor.

The above markups shall constitute full compensation for all home office overhead, field office overhead, bond costs, profit, labor liability insurance, and other fixed or administrative costs that are not costs specifically designated as cost or equipment rental as stated above. The total payment made as provided above shall be deemed to be the actual cost of the work and shall constitute full compensation therefor.

When extra work to be paid for on a force account basis is performed by a subcontractor, an additional markup of 2 percent (2%) will be added to the total cost of that extra work including all markups specified in this Section. The additional 2 percent (2%) markup shall reimburse Contractor for additional administrative costs, and no other additional payment will be made by reason of performance of the extra work by a subcontractor.

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CITY CONTRACT NO. 2026-071 28
CITY PROJECT NO. 25-017
Rev. 10/2025

EXHIBIT C
WORKERS’ COMPENSATION INSURANCE CERTIFICATION
Pursuant to Section 18(b) of the Agreement, Contractor certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Signed: Date:

(Typed or Printed Name)
Business Address (Street Address, City, State & Zip Code):

Business Phone: ( )

Page 439 of 703 ends

CITY CONTRACT NO. 2026-071 29
CITY PROJECT NO. 25-017
Rev. 10/2025

EXHIBIT D

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of Turlock, State of California, has awarded to Dynamic Pavement, Inc., hereinafter designated as the “Principal,” a contract for Project No.25-017, “Speed Lumps at Berkeley Roundabouts”; and,
WHEREAS, said Principal is required under the terms of said contract to furnish a bond for the faithful performance of said contract.

NOW, THEREFORE, we the Principal, and as Surety, are
held and firmly bound unto the City of Turlock in the penal sum of _____________________________________ ($_____________), lawful money of the United States for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, or assigns jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bounden Principal, or Principal’s heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, and agreements in said contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified and in all respects according to their true intent and meaning; and shall defend, indemnify and save harmless the City of Turlock, its officers and agents as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and virtue.

And the Surety, for value received hereby stipulates and agrees that, in accordance with the Plans, Standard Specifications, Special Provisions, and other contract documents, no change, extension of time, alteration, or addition to the terms of the contract, or to the work to be performed hereunder, or to the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration of additions to the terms of the Contract to the work, or to the specifications.

The City of Turlock reserves the right to refuse use of any Contractor assigned by any surety to complete the work.
[Signatures on Following Page]

Page 440 of 703 ends

CITY CONTRACT NO. 2026-071 30
CITY PROJECT NO. 25-017
Rev. 10/2025
IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their seals this __________ day of _______________, 20__, the name and corporate seals of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.
(Corporate Seal) Principal
By
Title
(Attach Notarial Acknowledgment)
(Corporate Seal) Surety

Address
Phone No.: ( ) Fax No.: ( )
By
Attorneys-in-Fact
Title
(Attach Notarial Acknowledgment)
NOTE TO SURETY COMPANY: There must be submitted a certified copy of unrevoked resolution of authority for the attorneys-in-fact.
(Seal) Witness
Approved as to form:

Risk Manager

Page 441 of 703 ends

CITY CONTRACT NO. 2026-071 31
CITY PROJECT NO. 25-017
Rev. 10/2025

EXHIBIT E

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of Turlock, a municipal corporation, has awarded to Dynamic Pavement, Inc., hereinafter designated as the “Principal”, a contract for Project No.25-017, “Speed Lumps at Berkeley Roundabouts”; and
WHEREAS, said Principal is required to furnish a bond in connection with said contract, to secure payment of claims of laborers, mechanics, or materialmen employed on work under said contract, as provided by law.

NOW, THEREFORE, we the undersigned Principal and Surety are held and firmly bound unto the City of Turlock in the sum of ____________________________________________ ($_________), said sum being equal to the estimated amount payable by said City of Turlock under the terms of the contract, for which payment well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, or assigns jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that if said Principal, or Principal’s heirs, executors, administrators, successors, or assigns, or subcontractors shall fail to pay for any material, provisions, provender, or other supplies, implements, or machinery used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Franchise Tax Board from these wages of employees of the Contractor and Contractor’s subcontractors pursuant to the Revenue and Taxation Code, with respect to such work and labor, the Surety or Sureties hereon will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In case suit is brought upon this bond, said Surety will pay a reasonable attorney’s fee to be fixed by the court.

This bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3138 of the Civil Code of the State of California so as to give a right of action to them or their assigns in any suit brought upon this bond.

Said Surety, for value received, hereby stipulates and agrees that, in accordance with the Plans, Standard Specifications, Special Provisions, and other Contract Documents, no change, extension of time, alteration or addition to the terms of the contract, or to the work to be performed there under, or to the specifications accompanying the same, shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract, or to the work, or to the specifications. [Signatures on Following Page]

Page 442 of 703 ends

CITY CONTRACT NO. 2026-071 32
CITY PROJECT NO. 25-017
Rev. 10/2025
IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their seals this ___________ day of ________________, 20__, the name and corporate seals of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.
(Corporate Seal) Principal
By
Title
(Attach Notarial Acknowledgment)
(Corporate Seal) Surety

Address
Phone No.: ( ) Fax No.: ( )
By
Attorneys-in-Fact
Title
(Attach Notarial Acknowledgment)
NOTE TO SURETY COMPANY: There must be submitted a certified copy of unrevoked resolution of authority for the attorneys-in-fact.
(Seal) Witness
Approved as to form:

Risk Manager

Page 443 of 703 ends

City Council Staff Report
January 13, 2026
From: Christopher Fisher, Municipal Services Director
Prepared by: Oscar Molina, Assistant Engineer
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Awarding bid and approving an Agreement with Hensley's Paving and General Engineering, Inc of Hickman, California in the amount of $801,615.45 and authorizing a construction contingency amount of $80,000.00 (10.0%) for the construction of City Project No. 21-003 "Fulkerth Road Widening" to be funded by Fund 305 “Capital Facility Fees” Resolution: Determining the award of bid for construction of City Project No. 21-003 "Fulkerth Road Widening" is exempt from the provisions of CEQA in accordance with section 15301 of the CEQA guidelines

2. NARRATIVE:

The purpose of City Project No. 21-003, “Fulkerth Road Widening", is to improve traffic operations, enhance safety, and provide upgraded pedestrian facilities along Fulkerth Road in the approximate area between Auto Mall Dr. and N. Tegner Rd. The project widens the north side of the road, replaces curb, gutter, and sidewalk, updates traffic signals and lighting, and adds drainage improvements to support the wider roadway. These upgrades reduce congestion, improve access, and bring the corridor in line with the City’s Master Plan for future growth and development.

This improvement by City is due to a developer agreement made between the City of Turlock and the property owner for improvements in exchange for transfer of right of way.

The main elements of the scope of work for this project consist of:
• Earthwork and Grading
• Construction of curb, gutter, and sidewalk
• Relocation of traffic signal poles
• Pedestrian signal improvements
• Paving and striping
City staff advertised this project on October 22, 2025 through the City's website for construction projects and the Turlock Journal. On November 20, 2025, eight (8) bids were received for City Project No. 21-003 "Fulkerth Road Widening." Hensley's Paving and General Engineering, Inc. of Hickman, California, was the lowest responsible bidder with a base bid amount of $801,615.45.

Bidder's Summary:

BIDDER BID AMOUNT

Page 444 of 703 ends

Agenda Staff Report
1/13/2026
Hensley's Paving and General Engineering $801,615.45
Knife River Construction $932,625.00
Machado and Sons Construction $940,416.70
Dirt Dynasty $998,744.00
George Reed $1,014,667.00
United Pavement Maintenance $1,047,847.30
Sinclair General Engineering $1,072,166.64
Pacific Coast Construction $1,139,425.31
Staff reviewed the bids for bidder responsiveness and responsibility and recommends approval of an Agreement with Hensley's Paving and General Engineering, Inc., of Hickman, California as the lowest responsive, responsible bidder with a bid amount of $801,615.45.

3. FISCAL IMPACT / BUDGET AMENDMENT:

No General Fund money will be used for this project.

The total estimated project costs are displayed below:

Construction Contractor Bid Cost $801,615.45
Construction Contingency $80,000.00
Preliminary Engineering $30,980.41
Consultant Fees $126,585.00
Construction Engineering $40,000.00
Materials Testing Services $40,000.00
Surveying $30,000.00
Estimated Total Project Costs $1,149,180.86
A breakdown of estimated project costs by fiscal year is displayed below:

Project expenses prior to Fiscal Year 2025-
26 $135,585.64
Project expenses in Fiscal Year 2025-26 $1,013,595.22
Estimated Total Project Costs $1,149,180.86
The designated project account numbers for this project are Fund 305 “Capital Facility Fees”

Page 445 of 703 ends

Agenda Staff Report
1/13/2026
account numbers 305-40-440.51270 " Construction Project". Sufficient funds remain in the account to fully support construction through project completion.

4. ENVIRONMENTAL DETERMINATION:

The project is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 (Existing Facilities) as the project involves negligible or no expansion of use in the existing facilities.

5. ATTACHMENTS:

1. Draft Resolution

2. Bidder's Summary

3. Agreement with Hensley Paving and General Engineering, Inc. for City Project 21- 003

Page 446 of 703 ends

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
RESOLUTION NO. 2026-

WHEREAS, City Project No. 21-003 “Fulkerth Road Widening” consists of improvements within the existing public right-of-way, including widening along the north side of Fulkerth Road, reconstruction of curb, gutter, and sidewalk, installation of drainage infrastructure, and upgrades to existing traffic signal and lighting systems; and WHEREAS, on November 20, 2025, eight (8) bids were received for City Project No. 21-003 “Fulkerth Road Widening” with Hensley’s Paving and General Engineering Inc. of Hickman, California, submitting the lowest responsive bid in the amount of $801,615.45 and
WHEREAS, under CEQA Guidelines Section 15301 (c) a project is categorically exempt if it involves the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public facilities where such alterations involve negligible or no expansion of use; and
WHEREAS, the project qualifies under the general definition of CEQA Section 15301 because it constitutes a minor alteration of an existing roadway and associated facilities, improves safety and multimodal operations, and results in negligible expansion of the existing use, with all work occurring entirely within an existing developed transportation corridor; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby determine the award of bid for construction of City Project No. 21-003 “Fulkerth Road Widening" is exempt from the provisions of CEQA in accordance with section 15301 of the CEQA guidelines.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 13th day of January, 2026, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT: ATTEST:
__________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California
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IN THE MATTER OF DETERMINING THE

AWARD OF BID FOR CONSTRUCTION OF
CITY PROJECT NO. 21-003 “FULKERTH
ROAD WIDENING” IS EXEMPT FROM THE

PROVISIONS OF CEQA IN ACCORDANCE
WITH SECTION 15301 OF THE CEQA

GUIDELINES

Page 447 of 703 ends

CITY OF TURLOCK BIDDER'S SUMMARY
PROJECT TITLE: Fulkerth Road Widening
PROJECT NUMBER: 21-003
BID OPENING:
1:00PM
ANTICIPATED COUNCIL AWARD DATE: 1/13/2026 1 2
Item Unit of Estimated
No. Item Description Measure Quantity Unit Price Total Unit Price Total Unit Price Total 1 Mobilization and Demobilization LS 1 $ 50,000.00 $50,000.00 $46,553.40 $46,553.40 $66,500.00 $66,500.00 2 Construction Project Sign EA 2 $ 2,000.00 $4,000.00 $832.50 $1,665.00 $1,665.00 $3,330.00 3 Construction Area Signs LS 1 $ 15,000.00 $15,000.00 $12,924.00 $12,924.00 $11,000.00 $11,000.00 4 Erosion Control LS 1 $ 30,000.00 $30,000.00 $3,312.00 $3,312.00 $48,850.00 $48,850.00 5 Temporary Traffic Control LS 1 $ 40,000.00 $40,000.00 $11,240.40 $11,240.40 $114,000.00 $114,000.00 6 Pothole Existing Utilties LS 1 $ 15,000.00 $15,000.00 $3,996.00 $3,996.00 $8,500.00 $8,500.00 7 Remove Existing Improvements LS 1 $ 40,000.00 $40,000.00 $8,769.00 $8,769.00 $9,500.00 $9,500.00 8 Earthwork and Grading LS 1 $ 50,000.00 $50,000.00 $58,546.50 $58,546.50 $93,000.00 $93,000.00 9 Remove Asphalt SF 1,353 $ 5.00 $6,765.00 $2.22 $3,003.66 $15.00 $20,295.00 10 Remove White Stripe LF 877 $ 4.00 $3,508.00 $2.22 $1,946.94 $2.00 $1,754.00 11 Remove Sign EA 2 $ 200.00 $400.00 $111.00 $222.00 $450.00 $900.00 12 Remove 1A Traffic Signal Pole and Signal
Heads EA 1 $ 2,000.00 $2,000.00 $13,275.60 $13,275.60 $3,885.00 $3,885.00 13 Remove Electrolier and Base EA 1 $ 2,000.00 $2,000.00 $7,907.64 $7,907.64 $3,885.00 $3,885.00 14 Minor Concrete (Curb and Gutter - C-1) LF 731 $ 40.00 $29,240.00 $51.99 $38,004.69 $25.00 $18,275.00 15 Minor Concrete (Sidewalk and Flatwork -
C-3) SF 5,763 $ 15.00 $86,445.00 $9.16 $52,789.08 $5.50 $31,696.50 16 Pedestrian Access Ramp (Added Labor
and Detectable Warning) EA 1 $ 600.00 $600.00 $3,202.13 $3,202.13 $5,400.00 $5,400.00 17 HMA Paving Patch TON 55 $ 120.00 $6,600.00 $472.44 $25,984.20 $367.00 $20,185.00 18 HMA AC Paving TON 877 $ 130.00 $114,010.00 $114.69 $100,583.13 $104.50 $91,646.50 19 Crack Treatment SF 54,660 $ 0.25 $13,665.00 $0.17 $9,292.20 $0.30 $16,398.00 20 Slurry Seal (includes surface preparation) SF 54,660 $ 1.00 $54,660.00 $0.64 $34,982.40 $0.70 $38,262.00 21 Aggregate Base CY 766 $ 70.00 $53,620.00 $80.73 $61,839.18 $89.00 $68,174.00 22 Headerboard LF 11 $ 20.00 $220.00 $24.00 $264.00 $164.00 $1,804.00 23 Street Barricade LF 11 $ 100.00 $1,100.00 $55.50 $610.50 $100.00 $1,100.00 24 Fire Hydrant Assemblies EA 3 $ 7,500.00 $22,500.00 $23,572.05 $70,716.15 $19,250.00 $57,750.00 25 18" Storm Drain Pipe LF 78 $ 75.00 $5,850.00 $257.26 $20,066.28 $243.00 $18,954.00 26 Catch Basin No 3 (SD-3) EA 2 $ 5,000.00 $10,000.00 $7,467.83 $14,935.66 $5,650.00 $11,300.00 November 20, 2025
ENGINEER'S EST.

Hensley's Paving and General
Engineering Knife River Construction

Page 448 of 703 ends

CITY OF TURLOCK BIDDER'S SUMMARY
PROJECT TITLE: Fulkerth Road Widening
PROJECT NUMBER: 21-003
BID OPENING:
1:00PM
ANTICIPATED COUNCIL AWARD DATE: 1/13/2026 1 2
November 20, 2025
ENGINEER'S EST.

Hensley's Paving and General
27 Electrolier EA 2 $ 8,000.00 $16,000.00 $43,867.20 Engineering$87,734.40 $25,530.00 Knife River Construction $51,060.00 28 15' Mast Arm and Luminaire LS 1 $ 10,000.00 $10,000.00 $16,738.80 $16,738.80 $4,884.00 $4,884.00 29 SP-1-T Mounting with Countdown
Pedestrian Signal EA 2 $ 7,000.00 $14,000.00 $4,040.40 $8,080.80 $1,275.00 $2,550.00 30 Reinstall 1A Traffic Signal Pole and
Signal Heads EA 1 $ 150,000.00 $150,000.00 $12,987.00 $12,987.00 $19,425.00 $19,425.00 31 Accessible Pedestrian System (APS)
Button EA 2 $ 3,000.00 $6,000.00 $4,329.00 $8,658.00 $1,443.00 $2,886.00 32 Type D Vehicle Loop Detector - 6J3U EA 1 $ 10,000.00 $10,000.00 $3,174.60 $3,174.60 $11,100.00 $11,100.00 33 Bicycle Loop Detector - 6J3L EA 1 $ 10,000.00 $10,000.00 $2,886.00 $2,886.00 $2,775.00 $2,775.00 34 Adjust Utility Boxes to Grade EA 4 $ 750.00 $3,000.00 $2,430.90 $9,723.60 $1,950.00 $7,800.00 35 Pavement Striping (Detail 9) LF 1,282 $ 1.00 $1,282.00 $2.22 $2,846.04 $3.00 $3,846.00 36 Pavement Striping (Detail 21) LF 866 $ 2.00 $1,732.00 $4.44 $3,845.04 $6.50 $5,629.00 37 Pavement Striping (Detail 27B) LF 25 $ 1.00 $25.00 $2.22 $55.50 $3.50 $87.50 38 Pavement Striping (Detail 38A) LF 692 $ 1.00 $692.00 $3.33 $2,304.36 $4.50 $3,114.00 39 Pavement Striping (Detail 39) LF 1,613 $ 1.00 $1,613.00 $2.22 $3,580.86 $3.50 $5,645.50 40 Pavement Striping (Detail 39A) LF 1,170 $ 1.00 $1,170.00 $2.22 $2,597.40 $3.50 $4,095.00 41 Pavement Striping (White Crosswalk) SF 926 $ 6.00 $5,556.00 $5.55 $5,139.30 $13.50 $12,501.00 42 6" White Thermo Stripe LF 658 $ 1.00 $658.00 $2.22 $1,460.76 $3.50 $2,303.00 43 Pavement Markings (White Thermo) SF 396 $ 6.00 $2,376.00 $11.10 $4,395.60 $9.00 $3,564.00 44 Temporary Pavement Striping and
Markings LS 1 $ 5,000.00 $5,000.00 $2,664.00 $2,664.00 $4,800.00 $4,800.00 45 Type BB Marker EA 3 $ 25.00 $75.00 $5.55 $16.65 $72.00 $216.00 46 Shoring, Sheeting, and Bracing LS 1 $ 1,050.00 $1,050.00 $3,330.00 $3,330.00 $7,000.00 $7,000.00 47 Additional Items of Work Not Included in
Items 1-46 LS 1 $ 2,588.00 $2,588.00 $12,765.00 $12,765.00 $11,000.00 $11,000.00 Total = $900,000.00 $801,615.45 $932,625.00

Page 449 of 703 ends

CITY OF TURLOCK BIDDER'S SUMMARY
PROJECT TITLE: Fulkerth Road Widening
PROJECT NUMBER: 21-003
BID OPENING:
1:00PM
ANTICIPATED COUNCIL AWARD DATE: 1/13/2026
Item Unit of Estimated
No. Item Description Measure Quantity
1 Mobilization and Demobilization LS 1
2 Construction Project Sign EA 2
3 Construction Area Signs LS 1
4 Erosion Control LS 1
5 Temporary Traffic Control LS 1
6 Pothole Existing Utilties LS 1
7 Remove Existing Improvements LS 1
8 Earthwork and Grading LS 1
9 Remove Asphalt SF 1,353
10 Remove White Stripe LF 877
11 Remove Sign EA 2
12 Remove 1A Traffic Signal Pole and Signal
Heads EA 1
13 Remove Electrolier and Base EA 1
14 Minor Concrete (Curb and Gutter - C-1) LF 731
15 Minor Concrete (Sidewalk and Flatwork -
C-3) SF 5,763
16 Pedestrian Access Ramp (Added Labor
and Detectable Warning) EA 1
17 HMA Paving Patch TON 55
18 HMA AC Paving TON 877
19 Crack Treatment SF 54,660
20 Slurry Seal (includes surface preparation) SF 54,660 21 Aggregate Base CY 766
22 Headerboard LF 11
23 Street Barricade LF 11
24 Fire Hydrant Assemblies EA 3
25 18" Storm Drain Pipe LF 78
26 Catch Basin No 3 (SD-3) EA 2
November 20, 2025
3 4 5
Unit Price Total Unit Price Total Unit Price Total
$37,000.00 $37,000.00 $133,800.50 $133,800.50 $95,000.00 $95,000.00 $1,146.00 $2,292.00 $1,300.00 $2,600.00 $950.00 $1,900.00 $5,426.00 $5,426.00 $4,000.00 $4,000.00 $4,500.00 $4,500.00 $6,300.00 $6,300.00 $12,000.00 $12,000.00 $10,000.00 $10,000.00 $53,300.00 $53,300.00 $90,000.00 $90,000.00 $83,512.40 $83,512.40 $12,692.00 $12,692.00 $22,000.00 $22,000.00 $17,000.00 $17,000.00 $12,480.00 $12,480.00 $14,300.00 $14,300.00 $18,000.00 $18,000.00 $124,945.00 $124,945.00 $72,900.00 $72,900.00 $130,000.00 $130,000.00 $3.00 $4,059.00 $6.00 $8,118.00 $2.00 $2,706.00
$10.00 $8,770.00 $1.50 $1,315.50 $1.50 $1,315.50
$18.00 $36.00 $150.00 $300.00 $15.00 $30.00
$3,898.00 $3,898.00 $11,500.00 $11,500.00 $3,500.00 $3,500.00 $3,898.00 $3,898.00 $6,850.00 $6,850.00 $3,500.00 $3,500.00 $58.00 $42,398.00 $48.00 $35,088.00 $42.00 $30,702.00
$7.00 $40,341.00 $9.00 $51,867.00 $7.50 $43,222.50
$1,308.00 $1,308.00 $400.00 $400.00 $8,000.00 $8,000.00 $393.00 $21,615.00 $230.00 $12,650.00 $175.00 $9,625.00 $167.00 $146,459.00 $115.00 $100,855.00 $150.00 $131,550.00 $0.30 $16,398.00 $0.25 $13,665.00 $0.23 $12,571.80
$1.00 $54,660.00 $0.85 $46,461.00 $0.53 $28,969.80
$91.50 $70,089.00 $85.00 $65,110.00 $125.00 $95,750.00
$50.00 $550.00 $8.00 $88.00 $8.00 $88.00
$145.00 $1,595.00 $90.00 $990.00 $318.00 $3,498.00
$29,118.00 $87,354.00 $32,650.00 $97,950.00 $32,650.00 $97,950.00 $356.00 $27,768.00 $373.00 $29,094.00 $373.00 $29,094.00 $9,974.00 $19,948.00 $6,650.00 $13,300.00 $6,650.00 $13,300.00 Machado and Sons
Construction Dirty Dynasty George Reed
CITY OF TURLOCK BIDDER'S SUMMARY Page 450 of 703

CITY OF TURLOCK BIDDER'S SUMMARY
PROJECT TITLE: Fulkerth Road Widening
PROJECT NUMBER: 21-003
BID OPENING:
1:00PM
ANTICIPATED COUNCIL AWARD DATE: 1/13/2026
November 20, 2025
27 Electrolier EA 2
28 15' Mast Arm and Luminaire LS 1
29 SP-1-T Mounting with Countdown
Pedestrian Signal EA 2
30 Reinstall 1A Traffic Signal Pole and
Signal Heads EA 1
31 Accessible Pedestrian System (APS)
Button EA 2
32 Type D Vehicle Loop Detector - 6J3U EA 1
33 Bicycle Loop Detector - 6J3L EA 1
34 Adjust Utility Boxes to Grade EA 4
35 Pavement Striping (Detail 9) LF 1,282
36 Pavement Striping (Detail 21) LF 866
37 Pavement Striping (Detail 27B) LF 25
38 Pavement Striping (Detail 38A) LF 692
39 Pavement Striping (Detail 39) LF 1,613
40 Pavement Striping (Detail 39A) LF 1,170
41 Pavement Striping (White Crosswalk) SF 926
42 6" White Thermo Stripe LF 658
43 Pavement Markings (White Thermo) SF 396
44 Temporary Pavement Striping and
Markings LS 1
45 Type BB Marker EA 3
46 Shoring, Sheeting, and Bracing LS 1
47 Additional Items of Work Not Included in
Items 1-46 LS 1
Total =
3 4 5
Machado and Sons
$14,115.00 Construction$28,230.00 $23,000.00 Dirty Dynasty $46,000.00 $23,000.00 George Reed $46,000.00 $4,901.00 $4,901.00 $4,400.00 $4,400.00 $4,400.00 $4,400.00 $1,281.00 $2,562.00 $3,500.00 $7,000.00 $1,150.00 $2,300.00 $19,489.00 $19,489.00 $17,500.00 $17,500.00 $17,500.00 $17,500.00 $1,449.00 $2,898.00 $1,300.00 $2,600.00 $1,300.00 $2,600.00 $14,035.00 $14,035.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $5,569.00 $5,569.00 $5,000.00 $5,000.00 $5,000.00 $5,000.00 $699.00 $2,796.00 $1,500.00 $6,000.00 $2,510.00 $10,040.00 $1.81 $2,320.42 $2.50 $3,205.00 $2.50 $3,205.00
$4.82 $4,174.12 $6.00 $5,196.00 $6.00 $5,196.00
$3.62 $90.50 $3.00 $75.00 $3.00 $75.00
$4.82 $3,335.44 $4.00 $2,768.00 $4.00 $2,768.00
$3.62 $5,839.06 $3.00 $4,839.00 $3.00 $4,839.00
$3.62 $4,235.40 $3.00 $3,510.00 $3.00 $3,510.00
$13.26 $12,278.76 $12.00 $11,112.00 $12.00 $11,112.00
$6.00 $3,948.00 $3.00 $1,974.00 $3.00 $1,974.00
$15.00 $5,940.00 $8.00 $3,168.00 $8.00 $3,168.00
$3,015.00 $3,015.00 $4,350.00 $4,350.00 $4,350.00 $4,350.00 $30.00 $90.00 $65.00 $195.00 $65.00 $195.00
$2,407.00 $2,407.00 $650.00 $650.00 $650.00 $650.00
$6,684.00 $6,684.00 $12,000.00 $12,000.00 $500.00 $500.00 $940,416.70 $998,744.00 $1,014,667.00
CITY OF TURLOCK BIDDER'S SUMMARY Page 451 of 703

CITY OF TURLOCK BIDDER'S SUMMARY
PROJECT TITLE: Fulkerth Road Widening
PROJECT NUMBER: 21-003
BID OPENING:
1:00PM
ANTICIPATED COUNCIL AWARD DATE: 1/13/2026
Item Unit of Estimated
No. Item Description Measure Quantity
1 Mobilization and Demobilization LS 1
2 Construction Project Sign EA 2
3 Construction Area Signs LS 1
4 Erosion Control LS 1
5 Temporary Traffic Control LS 1
6 Pothole Existing Utilties LS 1
7 Remove Existing Improvements LS 1
8 Earthwork and Grading LS 1
9 Remove Asphalt SF 1,353
10 Remove White Stripe LF 877
11 Remove Sign EA 2
12 Remove 1A Traffic Signal Pole and Signal
Heads EA 1
13 Remove Electrolier and Base EA 1
14 Minor Concrete (Curb and Gutter - C-1) LF 731
15 Minor Concrete (Sidewalk and Flatwork -
C-3) SF 5,763
16 Pedestrian Access Ramp (Added Labor
and Detectable Warning) EA 1
17 HMA Paving Patch TON 55
18 HMA AC Paving TON 877
19 Crack Treatment SF 54,660
20 Slurry Seal (includes surface preparation) SF 54,660 21 Aggregate Base CY 766
22 Headerboard LF 11
23 Street Barricade LF 11
24 Fire Hydrant Assemblies EA 3
25 18" Storm Drain Pipe LF 78
26 Catch Basin No 3 (SD-3) EA 2
November 20, 2025
6 7 8
Unit Price Total Unit Price Total Unit Price Total
$90,362.00 $90,362.00 $57,892.73 $57,892.73 $40,000.00 $40,000.00 $1,500.00 $3,000.00 $1,612.90 $3,225.80 $2,000.00 $4,000.00 $7,112.00 $7,112.00 $4,838.70 $4,838.70 $5,000.00 $5,000.00 $11,391.00 $11,391.00 $19,835.56 $19,835.56 $5,000.00 $5,000.00 $70,900.00 $70,900.00 $79,608.00 $79,608.00 $20,000.00 $20,000.00 $8,890.00 $8,890.00 $25,713.05 $25,713.05 $5,000.00 $5,000.00 $10,033.00 $10,033.00 $26,163.29 $26,163.29 $10,000.00 $10,000.00 $99,000.00 $99,000.00 $99,217.32 $99,217.32 $150,000.00 $150,000.00 $4.00 $5,412.00 $6.73 $9,105.69 $5.00 $6,765.00
$1.50 $1,315.50 $1.61 $1,411.97 $7.00 $6,139.00
$100.00 $200.00 $16.13 $32.26 $500.00 $1,000.00
$11,960.00 $11,960.00 $12,860.20 $12,860.20 $10,000.00 $10,000.00 $7,124.00 $7,124.00 $7,660.20 $7,660.20 $4,000.00 $4,000.00 $96.60 $70,614.60 $56.27 $41,133.37 $41.04 $30,000.24
$17.00 $97,971.00 $8.30 $47,832.90 $9.89 $56,996.07
$2,000.00 $2,000.00 $4,198.88 $4,198.88 $3,000.00 $3,000.00 $613.00 $33,715.00 $238.01 $13,090.55 $300.00 $16,500.00 $147.00 $128,919.00 $129.53 $113,597.81 $200.00 $175,400.00 $0.16 $8,745.60 $0.91 $49,740.60 $0.15 $8,199.00
$0.56 $30,609.60 $0.61 $33,342.60 $0.80 $43,728.00
$115.00 $88,090.00 $125.63 $96,232.58 $275.00 $210,650.00 $30.00 $330.00 $97.36 $1,070.96 $50.00 $550.00
$90.00 $990.00 $96.77 $1,064.47 $120.00 $1,320.00
$16,500.00 $49,500.00 $27,238.34 $81,715.02 $20,000.00 $60,000.00 $195.00 $15,210.00 $295.94 $23,083.32 $300.00 $23,400.00 $7,350.00 $14,700.00 $7,844.34 $15,688.68 $5,000.00 $10,000.00 United Pavement Maintenance Sinclair General Engineering Pacific Coast Construction CITY OF TURLOCK BIDDER'S SUMMARY Page 452 of 703

CITY OF TURLOCK BIDDER'S SUMMARY
PROJECT TITLE: Fulkerth Road Widening
PROJECT NUMBER: 21-003
BID OPENING:
1:00PM
ANTICIPATED COUNCIL AWARD DATE: 1/13/2026
November 20, 2025
27 Electrolier EA 2
28 15' Mast Arm and Luminaire LS 1
29 SP-1-T Mounting with Countdown
Pedestrian Signal EA 2
30 Reinstall 1A Traffic Signal Pole and
Signal Heads EA 1
31 Accessible Pedestrian System (APS)
Button EA 2
32 Type D Vehicle Loop Detector - 6J3U EA 1
33 Bicycle Loop Detector - 6J3L EA 1
34 Adjust Utility Boxes to Grade EA 4
35 Pavement Striping (Detail 9) LF 1,282
36 Pavement Striping (Detail 21) LF 866
37 Pavement Striping (Detail 27B) LF 25
38 Pavement Striping (Detail 38A) LF 692
39 Pavement Striping (Detail 39) LF 1,613
40 Pavement Striping (Detail 39A) LF 1,170
41 Pavement Striping (White Crosswalk) SF 926
42 6" White Thermo Stripe LF 658
43 Pavement Markings (White Thermo) SF 396
44 Temporary Pavement Striping and
Markings LS 1
45 Type BB Marker EA 3
46 Shoring, Sheeting, and Bracing LS 1
47 Additional Items of Work Not Included in
Items 1-46 LS 1
Total =
6 7 8
United Pavement Maintenance $39,520.00 $79,040.00 Sinclair General Engineering $42,494.57 $84,989.14 Pacific Coast Construction $20,000.00 $40,000.00 $15,080.00 $15,080.00 $16,215.03 $16,215.03 $20,000.00 $20,000.00 $3,640.00 $7,280.00 $3,913.98 $7,827.96 $8,000.00 $16,000.00 $11,700.00 $11,700.00 $12,580.63 $12,580.63 $50,000.00 $50,000.00 $3,900.00 $7,800.00 $4,193.55 $8,387.10 $18,000.00 $36,000.00 $2,860.00 $2,860.00 $3,075.26 $3,075.26 $12,000.00 $12,000.00 $2,600.00 $2,600.00 $2,795.70 $2,795.70 $12,000.00 $12,000.00 $2,000.00 $8,000.00 $2,029.96 $8,119.84 $2,000.00 $8,000.00 $2.50 $3,205.00 $2.69 $3,448.58 $1.50 $1,923.00
$6.00 $5,196.00 $6.45 $5,585.70 $4.00 $3,464.00
$3.00 $75.00 $3.23 $80.75 $3.00 $75.00
$4.00 $2,768.00 $4.30 $2,975.60 $4.00 $2,768.00
$3.00 $4,839.00 $3.23 $5,209.99 $3.00 $4,839.00
$3.00 $3,510.00 $3.23 $3,779.10 $3.00 $3,510.00
$12.00 $11,112.00 $12.90 $11,945.40 $11.00 $10,186.00
$3.00 $1,974.00 $3.23 $2,125.34 $5.00 $3,290.00
$8.00 $3,168.00 $8.60 $3,405.60 $13.00 $5,148.00
$4,350.00 $4,350.00 $7,903.22 $7,903.22 $2,500.00 $2,500.00 $65.00 $195.00 $69.89 $209.67 $25.00 $75.00
$5,000.00 $5,000.00 $2,526.88 $2,526.88 $1,000.00 $1,000.00 $1.00 $1.00 $9,623.64 $9,623.64 $0.00 $0.00
$1,047,847.30 $1,072,166.64 $1,139,425.31
CITY OF TURLOCK BIDDER'S SUMMARY Page 453 of 703
CITY CONTRACT NO. 2026-109 1
CITY PROJECT NO. 21-003
Rev. 10/2025

AGREEMENT

FOR PUBLIC IMPROVEMENT
City Project No. 21-003
Fulkerth Road Widening
THIS PUBLIC IMPROVEMENT AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“City”), and Hensley’s Paving and General Engineering, Inc., a California corporation (“Contractor”), on this 13th day of January 2026 (the “Effective Date”). City and Contractor may be collectively referred to herein as the “Parties” or individually as “Party.” There are no other parties to this Agreement.

RECITALS
A. City seeks a duly qualified and licensed firm experienced in the construction of Fulkerth Road Widening (the “Project”).

B. The Project involves the expenditure of funds in excess of $5,000 and constitutes a “public project” pursuant to Public Contract Code section 20161.

C. Contractor has made a proposal to City to provide construction services, a copy of which is attached and incorporated hereto as Exhibit A (the “Services”).

D. City has determined it is necessary and desirable to employ the services of Contractor to perform construction work on the Project.

E. City has taken appropriate proceedings to authorize construction of the Project and execution of this contract pursuant to Public Contract Code section 20160 et seq.; specifically, on January 13, 2026, at a duly noticed meeting of the City Council of the City of Turlock, this contract for the construction of the improvements hereinafter described was awarded to Contractor as the lowest responsive and responsible bidder for said improvements.

Page 454 of 703 ends

CITY CONTRACT NO. 2026-109 2
CITY PROJECT NO. 21-003
Rev. 10/2025
NOW, THEREFORE, in consideration of the promises and covenants set forth below, the Parties agree as follows:

AGREEMENT

1. Contract Documents: This Agreement, together with the following documents, are collectively referred to herein as the “Contract Documents”:
i. Notice to Contractors;
ii. Contractor’s Bid or Proposal accepted by City;
iii. Special Provisions of the City of Turlock for Fulkerth Road Widening; iv. Plans and detailed drawings prepared for this Project and approved by City (“Project Plans”);
v. All bonds and insurance required in any of the Contract Documents; vi. Any and all supplemental agreements amending, decreasing, or extending the work contemplated or which may be required to complete the work in a substantial and acceptable manner; and
vii. The current edition of the City of Turlock Standard Specifications and Drawings.

All of the Contract Documents are intended to incorporate the terms of the others so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete contract will hereinafter be referred to as the “Contract.” In case of any dispute regarding the terms of the Contract, the decision of the City Engineer shall be final.

2. Term. The Contract shall be effective as of the Effective Date first stated above. Contractor shall not commence work on the Project until it has been given notice by City (“Notice to Proceed”).

The Contract shall terminate one (1) year(s) after City accepts Contractor’s performance of the Services by recording a Notice of Completion with the County of Stanislaus Clerk Recorder (the “Term”), unless the Parties mutually agree in writing to terminate the Contract earlier or extend the Term in an agreed writing executed by both Parties.

3. Scope of Work.
(a) Services. Contractor shall perform the Services described in Exhibit A, subject to all terms and conditions in the Contract. Contractor shall not receive additional compensation for the performance of any Services not described therein.
(b) Modification. City, at any time, by written order, may make changes within the general scope of the work under this Agreement or issue additional instructions, require additional work or direct deletion of work. Contractor shall not proceed with any change involving an increase or decrease in the Contract Price, as defined in Section 4 of this Agreement, without prior written authorization from City. Contractor shall not be entitled to compensation for the performance of any such unauthorized work. Contractor further waives any and all right or remedy by way of restitution or quantum meruit for any and all extra or changed work performed without express and prior written authorization of City. Notwithstanding the foregoing, Contractor shall promptly commence and

Page 455 of 703 ends

CITY CONTRACT NO. 2026-109 3
CITY PROJECT NO. 21-003
Rev. 10/2025
diligently complete any change to the work subject to City's written authorization issued pursuant to this Section; Contractor shall not be relieved or excused from its prompt commencement of diligent completion of any change subject to City's written authorization by virtue of the absence or inability of Contractor and City to agree upon the extent of any adjustment to the completion schedule or Contract Price on account of such change. The issuance of a change order pursuant to this Section 3 in connection with any change authorized by City shall not be deemed a condition precedent to Contractor's obligation to promptly commence and diligently complete any such change authorized by City hereunder. City's right to make changes shall not invalidate the Contract nor relieve Contractor of any liability or other obligations under the Contract. Any requirement of notice of changes in the scope of work to Contractor’s surety shall be the responsibility of Contractor. (c) Specific Materials & Performance of Work. Contractor shall furnish all tools, equipment, facilities, labor, and materials necessary to perform and complete, in good workmanlike manner, the work of general construction as called for and in the manner designated in, and in strict conformity with, the plans and specifications for said work entitled, “Special Provisions for Fulkerth Road Widening.” The equipment, apparatus, facilities, labor, and material shall be furnished, and said work performed and completed as required by the Contract under the direction and supervision, and subject to the approval, of the City Engineer or City Engineer’s designated agent. (d) Exhibits. All “Exhibits” referred to below or attached hereto are, by this reference, incorporated into the Contract.

Exhibit Designation Exhibit Title

1. Exhibit A Contractor’s Proposal for Services

2. Exhibit B Payment by Force Account

3. Exhibit C Workers’ Compensation Insurance Certification

4. Exhibit D Performance Bond

5. Exhibit E Payment Bond

4. Contract Price. City shall pay, and Contractor shall accept in full payment for the work set forth above in Section 3, Scope of Work, an amount not to exceed Eight Hundred One Thousand Six Hundred Fifteen and 45/100ths Dollars ($801,615.45) (the “Contract Price”). Said amount shall be paid pursuant to Section 8 of this Agreement. The Contract Price may only be changed by a contract change order. The value of any work covered by a contract change order for an adjustment in the Contract Price will be determined in the sole discretion of City as follows:
(a) If the work performed is on the basis of unit prices contained in the Contract Documents, the change order will be determined in accordance with the provisions in Section 4-1.05, “Changes and Extra Work”, of the Caltrans Standard Specifications, as applicable; or (b) If the work performed is not included on the engineer’s estimate associated with a unit price, the change order will be by a mutually agreed lump sum; or (c) If the change order is not determined as described above in either subdivision (a) or (b), the change order will be determined on the basis of force account in accordance with the provisions set forth in Exhibit B, “Payment by Force Account,” attached hereto and incorporated herein by reference.

Page 456 of 703 ends

CITY CONTRACT NO. 2026-109 4
CITY PROJECT NO. 21-003
Rev. 10/2025

5. Time for Performance. The time fixed for the commencement of work under the Contract is within ten (10) working days after the Notice to Proceed has been issued. The work on this project shall be substantially completed on or before the expiration of Fifty-Five (55) working days (the “Substantial Completion Due Date”) beginning on the first day of work or no later than the tenth day after the Notice to Proceed has been issued. All work on this project, including all punch list items, shall be completed on or before the expiration of Seventy (70) working days (the “Final Completion Due Date”) beginning on the first day of work or no later than the tenth day after the Notice to Proceed has been issued.
(a) Right of City to Increase Working Days: If Contractor fails to complete the Services by the Substantial and Final Completion Due Dates, the City Engineer shall have the right to increase the number of working days in the amount the City Engineer may determine will best serve the interests of City, and if the City Engineer desires to increase said number of working days, the City Engineer shall have the further right to charge Contractor and deduct from the final payment for the work the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to Contractor, and which accrue during the period of such extension, except that the cost of the final service and preparation of the final estimates shall not be included in such charges. No extension of time for completion of Services under the Contract shall be considered unless requested by Contractor at least twenty (20) calendar days prior to the Substantial and Final Completion Due Dates, in writing, to the City Engineer.

The Substantial and Final Completion Due Dates may only be changed by a contract change order.

The value of any work covered by a contract change order for an adjustment in the Substantial and Final Completion Due Dates will be determined as follows:
i. Additional working days will be awarded where the amount of time is mutually agreed upon by Contractor and the City Engineer; or
ii. Additional working days will be awarded where Contractor is prevented from completing any part of the work identified on the critical path and:

1. where the delay is caused by acts of public enemy, fire, floods, tsunamis, earthquakes, epidemics, quarantine restrictions, strikes, labor disputes, shortage of materials and freight embargos, provided that Contractor shall notify Engineer in writing of the causes of delay within fifteen (15) days from the beginning of that delay; or

2. where the delay is caused by actions beyond the control of Contractor; or

3. where the delay is caused by actions or failure to act by the City Engineer.

Contractor shall not be entitled to an adjustment in the Substantial and Final Completion Due Dates for delays within the control of Contractor. Delays resulting from and within the control of a subcontractor or supplier of Contractor shall be deemed to be delays within the control of Contractor. (b) Excusable Delays. Contractor shall not be in breach of the Contract in the event that performance of Services is temporarily interrupted or discontinued due to a “Force Majeure” event which is defined as: riots, wars, sabotage, civil disturbances, insurrections, or explosions; natural

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disasters, such as floods, earthquakes, landslides, and fires; strikes, lockouts, and other labor disturbances; or other catastrophic events, which are beyond the reasonable control of Contractor.

Force Majeure does not include Contractor’s financial inability to perform, Contractor’s failure to obtain any necessary permits or licenses from other governmental agencies, or Contractor’s failure to obtain the right to use the facilities of any public utility where such failure is due solely to the acts or omissions of Contractor. If Contractor’s performance of the Services is delayed by an excusable delay, the Substantial and Final Completion Due Dates shall be extended for such reasonable time as determined by the City Engineer. Extensions in time must be requested by Contractor within fifteen (15) calendar days of the excusable delay in order to receive consideration. (c) Emergency - Additional Time for Performance - Procurement of Materials. If, because of war or other declared national emergency, the federal or state government restricts, regulates, or controls the procurement and allocation of labor or materials, or both, and if solely because of said restrictions, regulations or controls, Contractor is, through no fault of Contractor, unable to perform the Services, or the work is thereby suspended or delayed, any of the following steps may be taken:
i. City may, pursuant to resolution of the City Council, grant Contractor additional time for the performance of the Contract, sufficient to compensate in time, for delay or suspension.

To qualify for such extension in time, Contractor within ten (10) days of Contractor's discovering such inability to perform, shall notify the City Engineer in writing thereof, and give specific reasons therefore; the City Engineer shall thereupon have sixty (60) days within which to procure such needed materials or labor as is specified in this agreement, or permit substitution, or provide for changes in the work in accordance with subdivision (b) of this Section.

Substituted materials, or changes in the work, or both, shall be ordered in writing by the City Engineer, and the concurrence of the City Council shall not be necessary. All reasonable expenses of such procurement incurred by the City Engineer shall be defrayed by the Contractor; or
ii. If such materials or labor cannot be procured through legitimate channels within sixty (60) days after the filing of the aforesaid notice, either Party may, upon thirty (30) days' written notice to the other, terminate this agreement. In such event, Contractor shall be compensated for all work executed upon a unit basis in proportion to the amount of the work completed, or upon a cost-plus-ten-percent (10%) basis, whichever is the lesser. Materials on the ground, in process of fabrication or in route upon the date of notice of termination specially ordered for the Project and which cannot be utilized by Contractor, shall be compensated for by City at cost, including freight, provided Contractor shall take all steps possible to minimize this obligation; or
iii. The City Council, by resolution, may suspend the Contract until the cause of inability to perform is removed for a period of not to exceed sixty (60) days.

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If the Contract is not canceled, and the inability of Contractor to perform continues without fault on Contractor's part, beyond the time during which the Contract may have been suspended, as herein above provided, the City Council may further suspend the Contract, or either Party hereto may, without incurring any liability, elect to declare the Contract terminated upon the ground of impossibility of performance. In the event City declares this agreement terminated, such declaration shall be authorized by the City Council by resolution, and Contractor shall be notified in writing thereof within five (5) days after the adoption of such resolution. Upon such termination, Contractor shall be entitled to proportionate compensation at the Contract Price for such portion of the Contract as may have been performed; or
iv. City may terminate the Contract, in which case Contractor shall be entitled to proportionate compensation at the agreed rate for such portion of the Contract as may have been performed. Such termination shall be authorized by resolution of the City Council. Notice thereof shall be forthwith given in writing to Contractor, and the Contract shall be terminated upon receipt by Contractor of such notice.

In the event of the termination provided in this sub-paragraph (iv), none of the covenants, conditions or provisions hereof shall apply to the Services not performed, and City shall be liable to Contractor for the proportionate compensation last herein mentioned.
(d) Delay Damages. In the event Contractor, for any reason, fails to perform the Services to the satisfaction of the City Engineer by the Substantial Completion Due Date, City may, in accordance with Section 7203 of the Public Contract Code, in lieu of any other of its rights authorized by Section 6 of this agreement, deduct from payments or credits due Contractor after such breach a sum equal to Two Thousand Four Hundred Sixty and no/100ths Dollars ($2,460.00) for each calendar day beyond the Substantial Completion Due Date. Upon Substantial Completion of the work, and in the event Contractor, for any reason, fails to perform the Services to the satisfaction of the City Engineer by the Final Completion Due Date, City may, in accordance with Section 7203 of the Public Contract Code, in lieu of any other of its rights authorized by Section 6 of this agreement, deduct from payments or credits due Contractor after such breach a sum equal to Six Hundred Fifteen and no/100ths Dollars ($615.00) for each calendar day beyond the Final Completion Due Date. This deduction shall not be considered a penalty but shall be considered as delay damages.

The aforementioned rate of deduction is an amount agreed to by the Parties as reasonably representing additional construction engineering costs incurred by City if Contractor fails to complete the Services by the Substantial and Final Completion Due Dates. However, any deduction assessed as delay damages shall not relieve Contractor from liability for any damages or costs resulting from delays to other contractors on the project or other projects caused by a failure of the assessed Contractor to complete the Services by the Substantial and Final Completion Due Dates. Due account shall be taken of any time extensions granted to Contractor by City. Permitting Contractor to continue work beyond the Substantial and Final Completion Due Dates shall not operate as a waiver on the part of City of any of its rights under the Contract nor shall it relieve Contractor from liability for any damages or costs resulting from delays to other contractors on the project or other projects caused by a failure of the assessed Contractor to complete the Services by the Substantial and Final Completion Due Dates.

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6. Termination.
(a) Option of City to Terminate Contract for Failure to Complete Services. If a Party should fail to perform any of its obligations hereunder within the time and in the manner herein provided, or otherwise violates any of the terms of the Contract (the “Defaulting Party”), the other Party shall give notice to the Defaulting Party and allow the Defaulting Party ten (10) days to correct such deficiency. If the Defaulting Party does not correct such deficiency, the other Party may immediately terminate the Contract by giving written notice of such termination, stating the reason for such termination. In such event, Contractor shall be entitled to receive payment for all Services satisfactorily rendered until such termination, provided, however, there shall be deducted from such amount the amount of damage, if any, sustained by virtue of any breach of the Contract by Contractor, including Delay Damages. If payment under the Contract is based upon a lump sum in total or by individual task, payment for Services satisfactorily rendered shall be an amount which bears the same ratio to the total fees specified in this Agreement as the Services satisfactorily rendered hereunder by Contractor to the total services otherwise required to be performed for such total fee, provided, however, that there shall be deducted from such amount the amount of damage, if any sustained by City by virtue of any breach of the Contract by Contractor. Upon termination, Contractor shall deliver copies of all Work Product, as defined in Section 19 of this Agreement, to City. If City terminates the Contract before Contractor commences any Services hereunder, City shall not be obligated to make any payment to Contractor.
(b) If Contractor should be adjudged bankrupt or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, or if it or any of its subcontractors should violate any of the provisions of the Contract, City may serve written notice upon it and its surety of its intention to terminate the Contract. Such notice shall contain the reasons for City’s intention to terminate the Contract, and unless such violations shall cease within five (5) calendar days after serving of such notice, the Contract shall cease and terminate upon the expiration of said five (5) calendar days. In the event of any such termination, City shall immediately serve written notice thereof upon the surety and Contractor, and the surety shall have the right to take over and perform the Contract; provided however, that, if the surety does not give City written notice of its intention to take over and perform the Contract or does not commence performance thereof within thirty (30) calendar days from the date of the service of such notice, City may take over the work and prosecute the same to completion by contract or any other method it may deem advisable, for the account and at the expense of Contractor, and Contractor and its surety shall be jointly liable to City for any excess cost occasioned City thereby, and in such event City may, without liability for so doing, take possession of and utilize in completing the work, such materials, appliances, and other property belonging to Contractor as may be on the Project site and necessary thereof.

7. Liability for Breach: Neither Party waives the right to recover direct damages against the other for breach of the Contract, including any amount necessary to compensate City for all detriment proximately caused by Contractor's failure to perform its obligations hereunder or which in the ordinary course of things would be likely to result therefrom. City reserves the right to offset such damages against any payments owed to Contractor. City shall not, in any manner, be liable for special or consequential damages, including but not limited to Contractor's actual or projected lost profits had Contractor completed the Services required by the Contract. In the event of termination by either Party, copies of all finished or unfinished Work Product, as defined in Section 19 of this Agreement, shall become the property of City. Notwithstanding the foregoing, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect

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or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with the Contract or the Services performed in connection with the Contract.

8. Compensation: City shall make payments to Contractor in accordance with the provisions of Section 9 of the City Standards in legally executed and regularly issued warrants of City, drawn on the appropriate fund or funds as required by law and order of the City Council thereof. Contractor shall be administered a progress payment approximately every thirty (30) calendar days from the time work begins according to the payment schedule furnished by the City Engineer at the time work begins. Contractor shall provide access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Contractor’s charges to City under this Contract.

Monthly progress payments in the amount of 95 percent (95%) of the value of the work will be made to Contractor based on the Contractor’s estimate and the schedule of prices contained in the accepted bid. The remaining 5 percent (5%) will be retained by City as partial security for the fulfillment of the Contract except that at any time after 50 percent (50%) of the work has been completed, if the City Engineer finds that satisfactory progress is being made and the Project’s critical path of work are on schedule, City may discontinue any further retention. Such discontinuance will only be made upon the written request of Contractor. City may, at any time the City Engineer finds that satisfactory progress is not being made, again institute retention of 5 percent (5%) as specified above. Payment will be made as soon as possible after the preparation of the Contractor’s estimate. City shall pay the remaining 5 percent (5%) of the value of the Services completed under this Contract, if unencumbered by retentions for claims, not sooner than the expiration of thirty-five (35) calendar days from the date of recordation of the Notice of Completion, pursuant to Section 2 of this agreement, and not later than sixty (60) days from the “completion” of the Services as said term is defined in Public Contract Code section 7107(c).

No estimate or payment shall be made if, in the judgment of the City Engineer, the work is not proceeding in accordance with the provisions of the Contract, or when, in his judgment, the total value of the work done since the last estimate amounts to less than $1,000. No progress payments will be made if the time allotted for the job is thirty (30) working days or less. Payment of any progress payment, or the acceptance thereof by Contractor, shall not constitute acceptance of the work performed under this Contractor, or any portion thereof, and shall in no way reduce the liability of Contractor to replace unsatisfactory work or materials, though the unsatisfactory character of such work or materials may not have been apparent or detected at the time such payment was made.

Additionally, as a precondition to City’s progress payments hereunder, Contractor shall provide to City, prior to payment, unconditional waivers and releases of stop notices pursuant to Civil Code section 8128 et seq. from each subcontractor and materials supplier. The form of said waivers and releases shall be as set forth in Civil Code section 3262(d)(2).

Pursuant to Public Contract Code section 22300 et seq., Contractor may request the right to substitute securities for any moneys withheld by City to ensure the performance required of Contractor under the Contract, or that City make payment of retentions earned directly into an escrow account established at the expense of Contractor.

9. Disputes Pertaining to Payment for Work: Should any dispute arise respecting the true value of any work performed, of any work omitted, or of any extra work which Contractor may be

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required to do, or respecting the size of any payment to Contractor during the performance of the Contract, such dispute shall be decided by the City Engineer, and the decision of the latter shall be final and conclusive. The Parties agree to comply with the claims resolution procedures set forth in Public Contract Code section 9204 when applicable.
(a) Claims Processing. Any submission of a claim by Contractor must comply with the requirements of Public Contract Code section 9204. Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed forty-five (45) days, shall provide Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, the Parties may, by mutual agreement, extend the time period provided in this subdivision. Contractor shall furnish reasonable documentation to support the claim. Any payment due on an undisputed portion of the claim shall be processed and made within sixty (60) days after City issues its written statement. If Contractor disputes City’s written response, or if City fails to respond to a claim issued pursuant to this section within the time prescribed, Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute.
(b) Meet-and-Confer Conference. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, City shall schedule a meet-and-confer conference within thirty (30) days for settlement of the dispute. Within ten (10) business days following the conclusion of the meet-and-confer conference, if the claim or any portion of the claim remains in dispute, City shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within sixty (60) days after the City issues its written statement. (c) Nonbinding Mediation. Any disputed portion of the claim, as identified by Contractor in writing, shall be submitted to nonbinding mediation, with the Parties sharing the associated costs equally. The Parties shall mutually agree to a mediator within ten (10) business days after the disputed portion of the claim has been identified in writing. If the Parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject judicial review pursuant to Section 23 of this Agreement.

Notwithstanding any claim, dispute, or other disagreement between the Parties regarding performance under the Contract, the scope of work hereunder, or any other matter arising out of or related to, in any manner, the Contract, Contractor shall proceed diligently with performance of the Services in accordance with City's written direction, pending any final determination or decision regarding any such claim, dispute, or disagreement.

10. Permits and Care of Work: Contractor shall, at Contractor's expense, obtain all necessary permits and licenses for the construction of each improvement, give all necessary notices and pay all fees and taxes required by law, except those City fees set forth in Section 1 of the Special Provisions.

Contractor has examined the Project site and is familiar with its topography and condition, location of property lines, easements, building lines, and other physical factors and limitations affecting the performance of the Contract. Contractor, at Contractor's expense, shall obtain any permission necessary for any operations conducted off the property owned or controlled by City. Contractor

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shall be responsible for the proper care and protection of all materials delivered and work performed until completion and final acceptance.

11. Public Works and Payment of Prevailing Wage:
(a) Monitoring and Enforcement. In accordance with the provisions of Sections 1725.5, 1771.1, 1771.3, and 1771.4 of the Labor Code, all work performed under the Contract is subject to compliance monitoring and enforcement by the Department of Industrial Relations (“DIR”). All work performed by Contractor or its subcontractors under the Contract is subject to the requirements of Labor Code section 1720 et seq. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 of the Labor Code at the time the contract is awarded.

Contractor and its subcontractors shall furnish the records specified in Section 1776 of the Labor Code directly to the Labor Commissioner, at least monthly, in the format prescribed by the Labor Commissioner.

In accordance with the provisions of Section 1773.3 of the Labor Code, City shall provide notice to DIR of the award of this Contract within thirty (30) working days of the award. The notice shall be transmitted electronically in a format specified by DIR and shall include the name of Contractor, any subcontractor listed on the successful bid, the bid and contract award dates, the contract amount, the estimated start and completion dates, Project location, and any additional information DIR specifies that aids in the administration and enforcement of Section 1720 et seq. of the Labor Code. (b) Wages & Hours of Employment: In the performance of the Services under the Contract, eight (8) hours shall be the maximum hours of labor on any calendar day, and the minimum wages of compensation of persons performing labor in the execution of this agreement shall be the current prevailing scale of wages determined by DIR for the community. Contractor shall forfeit as penalty Twenty-five and no/100ths Dollars ($25.00) to be paid to City for each workman employed in the execution of the Contract by Contractor or its subcontractor(s), for each calendar day during which any workman is required or permitted to labor more than eight (8) hours, in violation of provisions of Labor Code section 1810 et seq. Contractor shall post prevailing wage rates at the Project no later than the first day Contractor commences performance of the Services under the Contract.

12. Superintendence by Contractor: Contractor shall give personal superintendence to the work on the Project or have a competent foreman or superintendent satisfactory to the City Engineer on the Project at all times during construction and performance of work under the Contract, with authority to act for Contractor.

13. Inspection and Testing by City: Contractor shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work performed on the Project and to the shops wherein the work is in preparation. Contractor shall notify City with sufficient time in advance of the manufacture of production materials to be supplied by Contractor under the Contract in order for City to arrange for mill or factory inspection and testing of same. Any materials shipped by Contractor from factory prior to having satisfactorily passed such testing and inspection by City's representative or prior to the receipt of notice from such representative that such testing and inspection

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will not be required shall not be incorporated on the Project. Contractor shall also furnish to City, in triplicate, certified copies of all factory and mill test reports upon request.

14. Conformity with Law and Safety: Contractor shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over any or all of the scope of Services, including all provisions of the Occupational Safety and Health Act of 1979 as amended, all California Occupational Safety and Health Regulations, the California Building Code, the American with Disabilities Act, any copyright, patent, or trademark law, and all other applicable federal, state, municipal, and local safety regulations, appropriate trade association safety standards, and appropriate equipment manufacturer instructions. All Services performed by Contractor or its subcontractors must be in accordance with these laws, ordinances, codes, and regulations.

Contractor’s failure to comply with any laws, ordinances, codes, or regulations applicable to the performance of the Services hereunder shall constitute a breach of contract. In cases where standards conflict, the standard providing the highest degree of protection shall prevail.

If a death, serious personal injury or substantial property damage occurs in connection with the performance of the Contract, Contractor shall immediately notify City's risk manager by telephone.

If any accident occurs in connection with the Contract, Contractor shall promptly submit a written report to City, in such form as City may require. This report shall include the following information:
(a) name and address of the injured or deceased person(s); (b) name and address of Contractor’s subcontractor, if any; (c) name and address of Contractor’s liability insurance carrier; and (d) a detailed description of the accident, including whether any of City's equipment, tools, or materials were involved.

If a release of a hazardous material, substance, or waste occurs in connection with the performance of the Contract, Contractor shall immediately notify City. Contractor shall not store hazardous materials or hazardous waste within City limits without a proper permit from City.

15. Other Contracts: City may award other contracts for additional work on the Project, and Contractor shall fully cooperate with such other contractors and carefully fit Contractor's own work to that provided under other contracts as may be directed by the City Engineer. Contractor shall not commit or permit any act which will interfere with the performance of work by any other contractor.

16. Bonds: Concurrently with the execution hereof, Contractor shall furnish, on the forms provided herein as Exhibits D and E, respectively, corporate surety bonds to the benefit of City, issued by a surety company acceptable to City and authorized and admitted to do business in the state of California, as follows:
(a) Faithful Performance Bond. In an amount equal to at least one hundred percent (100%) of the Contract Price as security for the faithful performance of the Contract. The bond shall contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code.
(b) Payment Bond. In an amount equal to at least one hundred percent (100%) of the Contract Price as security for the payment of all persons performing labor and furnishing materials in connection with the Contract. The bond shall be in accordance with the provisions of Sections 3225, 3226, and 3247 through 3252, inclusive, of the Civil Code and Section 13020 of the

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Unemployment Insurance Code of California. Said bond shall also contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code.

The surety companies shall familiarize themselves with all provisions and conditions of the Contract.

It is understood and agreed that the surety or sureties waive the right of special notification of any modification or alterations, omissions or reductions, extra or additional work, extensions of time, or any other act or acts by City or its authorized agents under the terms of this Contract and failure to so notify the surety or sureties of such changes shall in no way relieve the surety or sureties of their obligations under the Contract.

17. Indemnification:
(a) Indemnity for Professional Liability. When the law establishes a professional standard of care for Contractor’s Services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend, and hold harmless City and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers (“City’s Agents”) from and against any and all losses, liabilities, damages, costs, and expenses, including legal counsel’s fees and costs but only to the extent Contractor or its subcontractors are responsible for such damages, liabilities and costs on a comparative basis of fault between Contractor or its subcontractors and City in the performance of professional services under the Contract. Contractor shall not be obligated to defend or indemnify City for City’s own negligence or for the negligence of others. (b) Indemnity for other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and any and City’s Agents from and against any liability, including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel’s fees and costs, court costs, interest, defense costs, and expert witness fees, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of the Contract by Contractor or by any individual or agency for which Contractor is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of Contractor.

18. Contractor's Insurance: Concurrently with the execution hereof, Contractor shall furnish City with satisfactory proof of carriage of the insurance required under this section, and that Contractor shall give City at least thirty (30) days prior notice of the cancellation of any policy during the Term of this contract. Contractor shall not commence work under this Agreement until Contractor has obtained City’s approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall Contractor allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved.

Contractor shall procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. Failure to maintain or renew coverage or to provide evidence of renewal may constitute a material breach of the Contract. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to City. The City of Turlock shall be named as a certificate holder.

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(a) Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence, Four Million Dollars ($4,000,000.00) general aggregate, and Two Million Dollars ($2,000,000.00) products and completed operations for bodily injury, personal injury, and property damage, including, without limitation, blanket contractual liability and coverage for explosion, collapse, and underground property damage hazards. The general aggregate limit shall apply separately to this Project or the general aggregate shall be doubled. The policy shall contain, or be endorsed to contain, the following provisions:
(1) City, its elective and appointive boards, officers, agents, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work or operations. The coverage shall be provided in the form of an endorsement to Contractor’s insurance (at least as broad as CG 20 10 for ongoing operations and CG 20 37 for products/completed operations for construction services). The City shall be named as a certificate holder on the Certificate of Insurance. (2) For any claims related to the Project, Contractor’s insurance coverage shall allow and be endorsed primary insurance as respects City and any insurance or selfinsurance maintained by City shall be excess of Contractor’s insurance and shall not contribute with it.
(3) In the event of cancellation, non-renewal, or material change that reduces or restricts the insurance coverage afforded to City under the Contract, the insurer, broker/producer, or Contractor shall provide City with thirty (30) days’ prior written notice of such cancellation, non-renewal, or material change. (4) Coverage shall not extend to any indemnity coverage for the sole negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
(b) Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least One Million Dollars ($1,000,000.00) each accident, One Million Dollars ($1,000,000.00) by diseasepolicy limit, and One Million Dollars ($1,000,000.00) by disease-each employee. Contractor shall submit to City, along with the Certificate of Insurance a Waiver of Subrogation endorsement in favor of the City, its offices, agents, employees, and volunteers. (c) Commercial Automobile Liability Insurance. Contractor shall maintain commercial automobile liability insurance using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than Two Million Dollars ($2,000,000.00) each accident for owned, leased, hired, non-owned, and borrowed automobiles. The policy shall provide and be endorsed that the City, its officials, officers, agents, employees, and volunteers are included or named as additional insureds. If Contractor owns no vehicles, this requirement may be met through a non-owned auto coverage or an endorsement to the CGL policy.

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(d) Builder’s Risk Insurance. [Intentionally Omitted]
(e) Contractors Pollution Insurance. Pollution Coverage shall be maintained on a Contractors Pollution Liability form, or other form acceptable to City, providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than Two Million Dollars ($2,000,000.00) per claim. All activities contemplated in the Contract shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including nonowned disposal sites. The policy shall provide and be endorsed to include the City, its officials, officers, agents, employees, and volunteers as insureds. (f) Professional Liability Insurance. [Intentionally Omitted] (g) Umbrella or Excess Policy. Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying policies of insurance. No coverage or insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted. (h) Deductibles and Self-Insured Retentions. Upon request of City, any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City’s Agents; or (2) Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. (i) Acceptability of Insurers. Insurance is to be placed with insurers admitted in California with a current A.M. Best’s rating of no less than A-:VII or with an insurer to which City has provided prior approval.
(j) Verification of Coverage. Contractor shall furnish City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Section 18. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right, at any time, to require complete, certified copies of all required insurance policies and endorsements. (k) Waiver of Subrogation. With the exception of professional liability, Contractor hereby agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. The commercial general liability policy, automobile liability policy, and workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of City for all work performed by Contractor, its agents, employees, independent contractors and subcontractors. Contractor shall provide written proof of waiver of subrogation in the Certificate of Insurance. Additionally, Contractor agrees to obtain any available endorsements that may be necessary to effectuate this waiver of subrogation.

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(l) Subcontractors. Contractor shall ensure all subcontractors furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

19. Ownership of Work Product: Any and all work, artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports, designs, specifications, drawings, diagrams, surveys, source codes, professional or technical information or data, photographs, notes, letters, emails, or any original works of authorship created by contractor or its subcontractors or subcontractors in connection with Services performed under the Contract (“Work Product”) shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of City. In the event that it is ever determined that any Work Product created by Contractor or its subcontractors or subcontractors under the Contract are not works for hire under U.S. law, Contractor hereby assigns all copyrights to such Work Product to City. With the prior written approval of the City Engineer, Contractor may retain and use copies of such Work Product for reference and as documentation of its experience and capabilities.

All Work Product shall become the property of City irrespective of where located or stored and Contractor agrees to deliver all such documents and information to City, without charge and in whatever form it exists, upon the Final Completion Date, as may be extended. Contractor shall have no ownership interest in such Work Product.

All Work Product of Contractor under the Contract, including written information which City will cause to be distributed for either internal or public circulation, including both preliminary and final drafts, shall be delivered to City in both printed and electronic form, or as may be specific in Exhibit A.

When the Contract is terminated, Contractor agrees to return to City all documents, drawings, photographs, and other written or graphic material, however produced, that it received from City or City’s Agents, in connection with the performance of its Services under the Contract. All materials shall be returned in the same condition as received.

20. Taxes: Payment of any taxes, including California sales and use taxes, levied upon the Contract, the transaction, or the Services or goods delivered pursuant hereto, shall be the obligation of Contractor. Contractor shall cooperate with City to the full extent possible to maximize the local allocation of California sales and use tax to City. Such cooperation shall include, but not be limited to:
(a) Use Tax Direct Payment Permits. Contractor shall apply for, obtain, and utilize, to the maximum extent reasonable, a California Use Tax Direct Payment Permit. (b) Purchases of $500,000 or More. Contractor shall require vendors and suppliers located outside California from whom Contractor makes purchases of $500,000 or more to allocate the use tax to City.

21. Independent Contractor: At all times during the Term of the Contract, Contractor shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which Contractor performs the Services required under the Contract. Contractor shall be liable for its acts and omissions, and those of its employees, contractors, subcontractors, representatives, volunteers,

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and its agents. Nothing contained herein shall be construed as creating an employment, agency, or partnership relationship between City and Contractor. City shall have the right to control Contractor only insofar as the result of Contractor’s Services rendered pursuant to the Contract; however, City shall not have the right to control the means by which Contractor accomplishes Services rendered pursuant to the Contract.

22. Contractor Not Agent: Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.

Contractor shall have no authority, express or implied, pursuant to the Contract to bind City to any obligation whatsoever.

23. Arbitration of Disputes: All claims, disputes, and other matters in question between City and Contractor arising out of, or relating to, this Contract or the breach thereof, including claims of Contractor for extra compensation of Services related to the project, shall be decided by arbitration before a single arbitrator in accordance with the provisions of Sections 1281 through 1284.2 of the Code of Civil Procedure (the “Arbitration Laws”) unless the Parties mutually agree otherwise. The provisions of Section 1283.05 of the Arbitration Laws apply to any arbitration proceeding except as otherwise provided in the Contract. The arbitrator shall have authority to decide all issues between the Parties including, but not limited to, claims for extras, delay, and liquidated damages, if any, provided for the Contract, matters involving defects in the Services performed by Contractor or its subcontractors, rights to payment, and whether the necessary procedures for arbitration have been followed. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having competent jurisdiction thereof.

Notice of the demand for arbitration shall be filed in writing with the other Party. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations.

The parties shall jointly appoint an arbitrator within fifteen (15) calendar days of the date of giving the notice of the demand for arbitration. If the Parties are unable to jointly agree upon the appointment of an arbitrator within said fifteen (15) calendar day period, and do not agree in writing to extend said period for a fixed period, then either Party may seek to have the arbitrator appointed by the Superior Court of Stanislaus County in accordance with the Arbitration Laws.

If any proceeding is brought to contest the right to arbitrate and it is determined that such right exists, the losing Party shall pay all costs and attorney’s fees incurred by the prevailing Party.

In addition to the other rules of law which may be applicable to any arbitration hereunder, the following shall apply:
(a) Promptly upon the filing of the arbitration, each Party shall be required to set forth in writing and to serve upon each other Party a detailed statement of its contentions of fact and law. (b) All Parties to the arbitration shall be entitled to the discovery procedures provided under Section 1283.05 of the California Code of Civil Procedure.

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(c) The arbitration shall be commenced and conducted as expeditiously as possible consistent with affording reasonable discovery as provided herein. (d) These additional rules shall be implemented and applied by the arbitrator.

The costs of arbitration shall be borne by the Parties as determined by the arbitrator, but each Party shall bear its own attorney’s fees associated with the dispute with the other Party and to the arbitration.

All administrative remedies required under Section 9 of this Agreement or pursuant to Public Contract Code section 9204, or required by any other law, shall be exhausted prior to commencement of any arbitration under this Section 23.

24. Provisions Cumulative: The provisions of the Contract are cumulative, and in addition to and not in limitation of, any other rights or remedies available to City.

25. Notices: All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Any Party hereto may at any time, by giving ten (10) days’ written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below.

If to City: City of Turlock
Attn: City Engineer
156 S. Broadway, Suite 150
Turlock, CA 95380-5461
With courtesy copies to: City of Turlock, City Attorney’s Office Attn: George A. Petrulakis, City Attorney
156 S. Broadway, Suite 230
Turlock, CA 95380-5456
If to Contractor: Hensley’s Paving and General Engineering, Inc.

Attn: Daniel Dooley
13101 Yosemite Blvd.

Waterford, CA 95386
If to Contractor’s Sureties: _____________________
_____________________
_____________________
_____________________

26. City Contract Administrator: The City’s contract administrator and contact person for this Agreement is:

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CITY CONTRACT NO. 2026-109 18
CITY PROJECT NO. 21-003
Rev. 10/2025
Oscar Molina, E.I.T
City of Turlock Engineering Division
156 S. Broadway, Suite 150
Turlock, California 95380-5461
Telephone: (209) 668-5366
E-mail: [email protected]

27. Interpretation: As used herein, any gender includes each other gender, the singular includes the plural and vice versa.

28. Antitrust Claims: Contractor or its subcontractors offer and agree to assign to City all rights, title, and interest to any causes of action under Section Four of the Clayton Act and the Cartwright Act concerning antitrust claims.

29. Use of City Project Number: Contractor or its subcontractors agree to use the aforementioned City project number on all maps, drawings, submittals, billing, and written correspondence that involve City staff or contracted consultants. Nothing in this section shall preclude Contractor or its subcontractors from using their own project numbers for their own internal use.

30. No Conflict of Interest: Contractor represents that no conflict of interest will be created under state or federal law by entering into or in carrying out the Contract.

31. Confidentiality: Contractor understands and agrees that, in the performance of Services under the Contract, or in the contemplation thereof, Contractor may have access to private or confidential information that may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City (“Confidential Information”). Contractor shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Contractor written authorization to make any such disclosure, Contractor shall do so only within the limits and to the extent of that authorization. Contractor may be directed or advised by the City Attorney on various matters relating to the performance of Services on the Project or on other matters pertaining to the Project, and in such event, Contractor agrees that it will treat all communications between itself, its employees, and its subcontracts as being communications which are within the attorney-client privilege.

32. Modification. No alteration, amendment, modification, or termination of the Contract shall be valid unless made in writing and executed by all Parties to the Contract.

33. Waiver: No covenant, term, or condition or the breach thereof shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.

34. Assignment: No Party to the Contract shall assign, transfer, or otherwise dispose of this Agreement in whole or in party to any individual, firm, or corporation without the prior written

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consent of the other Party. Subject to the foregoing provisions, the Contract shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Parties hereto.

35. Authority: All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, person, states, or firms and that all former requirements necessary or required by state or federal law in order to enter into the Contract have been fully complied with. Further, by entering into this Agreement, neither Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.

36. Governing Law: The Contract shall be governed and construed in accordance with the laws of the state of California.

37. Severability: If the Contract in its entirety is determined by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the Contract shall automatically terminate as of the date of final entry of judgment. If any provision of the Contract shall be determined to be invalid and unenforceable, or if any provision of the Contract is rendered invalid or unenforceable according the terms of any federal or state statute, which becomes effective after the Effective Date of this Agreement, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement.

38. Execution and Counterparts: This Agreement may be executed simultaneously and, in several counterparts, each of which shall be deemed an original but together shall constitute one and the same instrument. The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be electronically signed utilizing services such as DocuSign and Nitro Sign, or by transmitting signatures in pdf or similar format, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

39. Mandatory and Permissive: “Shall” and “will” and “agrees” are mandatory. “May” and “can” are permissive.

40. Headings: Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

41. Attorney’s Fees and Costs: Except as expressly provided for in Section 23 of this Agreement, if any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret the provisions of the Contract, the prevailing Party shall be entitled to reasonable attorney’s fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

42. Necessary Acts and Further Assurances: The Parties shall, at their own cost and expense, execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of the Contract.

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CITY CONTRACT NO. 2026-109 20
CITY PROJECT NO. 21-003
Rev. 10/2025

43. Recitals: The recitals set forth above (“Recitals”) are true and correct and are hereby incorporated into and made part of this Agreement by this reference. In the event of any inconsistency between the Recitals and Section 1 through 43 of this Agreement, Sections 1 through 43 shall prevail. [Signatures on Following Page]

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CITY CONTRACT NO. 2026-109 21
CITY PROJECT NO. 21-003
Rev. 10/2025
IN WITNESS WHEREOF, two identical counterparts of this agreement, consisting of a total of 39 pages, each of which counterparts shall for all purposes be deemed an original of said agreement, have been duly executed by the parties hereinabove named, on the day and year first herein above written.

HENSLEY’S PAVING AND GENERAL CITY OF TURLOCK, a municipal corporation ENGINEERING, INC., a California
corporation

By: ____________________________ By: _____________________________ Susan E. Borrego, Interim City Manager
_______________________________
Print Name Date: ____________________________
Address:_________________________
_______________________________ APPROVED AS TO SUFFICIENCY:
_______________________________
Phone: __________________________ By: _____________________________ William D. Morris, RCE, PLS, City Engineer
Date: ___________________________
By: _____________________________
Christopher Fisher, Municipal Services
Director
Federal Tax ID or Social Security No:

APPROVED AS TO FORM:
_______________________________
By: _____________________________
George A. Petrulakis, City Attorney
DIR Registration Number:
_______________________________ ATTEST:

Affix Contractor’s Seal Here By: _____________________________ Nichole Fiez, City Clerk

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EXHIBIT A
CONTRACTOR’S PROPOSAL FOR SERVICES

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Rev. 10/2025

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EXHIBIT B

PAYMENT BY FORCE ACCOUNT
For work paid by force account, the City Engineer compares City’s records to Contractor’s daily force account work report. When the City Engineer and Contractor agree on the contents of the daily force account work reports, the City Engineer accepts the report and City pays for the work. If the records differ, City pays for the work based only on the information shown on City’s records. If a subcontractor performs work at force account, work paid at force account will be accepted at an additional 2 percent (2%) markup to the total cost of that work, including markups, as reimbursement for additional administrative costs. The markups specified in labor, materials, and equipment includes compensation for all delay costs, overhead costs, and profit. If an item's unit price is adjusted for work-character changes, City excludes Contractor’s cost of determining the adjustment. Payment for owner-operated labor and equipment is made at the market-priced invoice submitted.

A. Labor. Labor payment is full compensation for the cost of labor used in the direct performance of the work plus a fifteen percent (15%) markup, as set forth below, and consistent with California Labor Code section 1770 et seq. Force account labor payment consists of:

1. Employer payment to the worker for:

1.1 Basic hourly wage

1.2 Health and welfare

1.3 Pension

1.4 Vacation

1.5 Training

1.6 Other State and federal recognized fringe benefit payments

2. Labor surcharge percentage in Labor Surcharge and Equipment Rental Rates current during the work paid at force account for:

2.1 Workers' compensation insurance

2.2 Social security

2.3 Medicare

2.4 Federal unemployment insurance

2.5 State unemployment insurance

2.6 State training taxes

3. Subsistence and travel allowances paid to the workers

4. Employer payment to supervisors, if authorized
The fifteen percent (15%) markup consists of payment for all overhead costs related to labor but not designated as costs of labor used in the direct performance of the work including:
(a) Home office overhead
(b) Field office overhead
(c) Bond costs

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(d) Profit
(e) Labor liability insurance
(f) Other fixed or administrative costs that are not costs of labor used in the direct performance of the work
B. Materials. Material payment is full compensation for materials the Contractor furnishes and uses in the work. The City Engineer determines the cost based on the material purchase price, including delivery charges, except:

1. A fifteen percent (15%) markup is added;

2. Supplier discounts are subtracted whether the Contractor takes them or not;

3. If the City Engineer believes the material purchase prices are excessive, City pays the lowest current wholesale price for a similar material quantity;

4. If Contractor procured the materials from a source Contractor wholly or partially own, the determined cost is based on the lower of the:

4.1 Price paid by the purchaser for similar materials from that source on Contract items; and

4.2 Current wholesale price for those materials;
5 If Contractor does not submit a material cost record within thirty (30) days of billing, the determined cost is based on the lowest wholesale price:

5.1 During that period

5.2 In the quantities used
C. Equipment Rental. Equipment rental payment is full compensation for:

1. Rental equipment costs, including moving rental equipment to and from the change order work site using its own power.

2. Transport equipment costs for rental equipment that cannot be transported economically using its own power. No payment is made during transport for the transported equipment.

3. Fifteen percent (15%) percent markup.

If Contractor wants to return the equipment to a location other than its original location, the payment to move the equipment must not exceed the cost of returning the equipment to its original location.

If Contractor uses the equipment for work other than work paid by force account, the transportation cost is included in the other work.

Before moving or loading the equipment, Contractor must obtain authorization for the equipment rental's original location.

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The City Engineer determines rental costs:

1. Using rates in Labor Surcharge and Equipment Rental Rates:

1.1. By classifying equipment using manufacturer's ratings and manufacturerapproved changes.

1.2. Current during the work paid by force account.

1.3. Regardless of equipment ownership but City uses the rental document rates or minimum rental cost terms if:

1.3.1. Rented from equipment business Contractor does not own.

1.3.2. The Labor Surcharge and Equipment Rental Rates hourly rate is $10.00 per hour or less.

2. Using rates established by the City Engineer for equipment not listed in Labor Surcharge and Equipment Rental Rates. Contractor may submit cost information that helps the City Engineer establish the rental rate but City uses the rental document rates or minimum rental cost terms if:

2.1. Rented from equipment business Contractor does not own.

2.2. The City Engineer establishes a rate of $10.00 per hour or less.

3. Using rates for transport equipment not exceeding the hourly rates charged by established haulers.

Equipment rental rates include the cost of:

1. Fuel 7. Repairs and maintenance

2. Oil 8. Depreciation

3. Lubrication 9. Storage

4. Supplies 10. Insurance

5. Small tools that are not consumed by use 11. Incidentals

6. Necessary attachments
City pays for small tools consumed by use. The City Engineer determines payment for small tools consumed by use based on Contractor-submitted invoices.

The City Engineer may authorize rates in excess of those in the Labor Surcharge and Equipment Rental Rates if:

1. Contractor submits a request to use rented equipment

2. Equipment is not available from Contractor’s normal sources or from one of Contractor’s subcontractors

3. Rented equipment is from an independent rental company

4. Proposed equipment rental rate is reasonable

5. The City Engineer authorizes the equipment source and the rental rate before Contractor uses the equipment

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D. Equipment on the Job Site. For equipment on the job site at the time required to perform work paid by force account, the time paid is the time:

1. To move the equipment to the location of work paid by force account plus an equal amount of time to move the equipment to another location on the job site when the work paid by force account is completed

2. To load and unload equipment

3. Equipment is operated to perform work paid by force account and:

3.1. Hourly rates are paid in 1/2-hour increments

3.2. Daily rates are paid in 1/2-day increments
E. Equipment Not on the Job Site Required for Original-Contract Work. For equipment not on the job site at the time required to perform work paid by force account and required for originalContract work, the time paid is the time the equipment is operated to perform work paid by force account and the time to move the equipment to a location on the job site when the work paid by force account is completed.

The minimum total time paid is:

1. 1 day if daily rates are paid

2. 8 hours if hourly rates are paid
If daily rates are recorded, equipment:

1. Idled is paid as 1/2 day

2. Operated four (4) hours or less is paid as 1/2 day

3. Operated four (4) hours or more is paid as one (1) day If the minimum total time exceeds eight (8) hours and if hourly rates are listed, City rounds up hours operated to the nearest 1/2-hour increment and pays based on the hours shown in the following table.

The table does not apply when equipment is not operated due to breakdowns, in which case rental hours are the hours the equipment was operated.

Equipment Rental Hours
Hours
operated
Hours
paid

0.0 4.00

0.5 4.25

1.0 4.50

1.5 4.75

2.0 5.00

2.5 5.25

3.0 5.50

3.5 5.75

4.0 6.00

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Rev. 10/2025

4.5 6.25

5.0 6.50

5.5 6.75

6.0 7.00

6.5 7.25

7.0 7.5

7.5 7.75
≥8.0 hours
used
F. Equipment Not on the Job Site Not Required for Original-Contract Work. For equipment not on the job site at the time required to perform work paid by force account and not required for original-Contract work, the time paid is the time:

1. To move the equipment to the location of work paid by force account plus an equal amount of time to return the equipment to its source when the work paid by force account is completed

2. To load and unload equipment

3. Equipment is operated to perform work paid by force account G. Non-Owner-Operated Dump Truck Rental. Contractor shall submit the rental rate for nonowner-operated dump truck rental to City. The City Engineer shall determine the payment rate.

Payment for non-owner-operated dump truck rental is for the cost of renting a dump truck, including its driver. For the purpose of markup payment only, the non-owner-operated dump truck is rental equipment and the owner is a subcontractor.

The above markups shall constitute full compensation for all home office overhead, field office overhead, bond costs, profit, labor liability insurance, and other fixed or administrative costs that are not costs specifically designated as cost or equipment rental as stated above. The total payment made as provided above shall be deemed to be the actual cost of the work and shall constitute full compensation therefor.

When extra work to be paid for on a force account basis is performed by a subcontractor, an additional markup of 2 percent (2%) will be added to the total cost of that extra work including all markups specified in this Section. The additional 2 percent (2%) markup shall reimburse Contractor for additional administrative costs, and no other additional payment will be made by reason of performance of the extra work by a subcontractor.

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EXHIBIT C
WORKERS’ COMPENSATION INSURANCE CERTIFICATION
Pursuant to Section 18(b) of the Agreement, Contractor certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Signed: Date:

(Typed or Printed Name)
Business Address (Street Address, City, State & Zip Code):

Business Phone: ( )

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EXHIBIT D

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of Turlock, State of California, has awarded to Hensley’s Paving and General Engineering, Inc., hereinafter designated as the “Principal,” a contract for Project No. 21-003, “Fulkerth Road Widening”; and,
WHEREAS, said Principal is required under the terms of said contract to furnish a bond for the faithful performance of said contract.

NOW, THEREFORE, we the Principal, and as Surety, are
held and firmly bound unto the City of Turlock in the penal sum of _____________________________________ ($_____________), lawful money of the United States for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, or assigns jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bounden Principal, or Principal’s heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, and agreements in said contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified and in all respects according to their true intent and meaning; and shall defend, indemnify and save harmless the City of Turlock, its officers and agents as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and virtue.

And the Surety, for value received hereby stipulates and agrees that, in accordance with the Plans, Standard Specifications, Special Provisions, and other contract documents, no change, extension of time, alteration, or addition to the terms of the contract, or to the work to be performed hereunder, or to the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration of additions to the terms of the Contract to the work, or to the specifications.

The City of Turlock reserves the right to refuse use of any Contractor assigned by any surety to complete the work.
[Signatures on Following Page]

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CITY CONTRACT NO. 2026-109 37
CITY PROJECT NO. 21-003
Rev. 10/2025
IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their seals this __________ day of _______________, 20__, the name and corporate seals of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.
(Corporate Seal) Principal
By
Title
(Attach Notarial Acknowledgment)
(Corporate Seal) Surety

Address
Phone No.: ( ) Fax No.: ( )
By
Attorneys-in-Fact
Title
(Attach Notarial Acknowledgment)
NOTE TO SURETY COMPANY: There must be submitted a certified copy of unrevoked resolution of authority for the attorneys-in-fact.
(Seal) Witness
Approved as to form:

Risk Manager

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EXHIBIT E

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of Turlock, a municipal corporation, has awarded to Hensley’s Paving and General Engineering, Inc., hereinafter designated as the “Principal”, a contract for Project No. 21- 003, “Fulkerth Road Widening”; and
WHEREAS, said Principal is required to furnish a bond in connection with said contract, to secure payment of claims of laborers, mechanics, or materialmen employed on work under said contract, as provided by law.

NOW, THEREFORE, we the undersigned Principal and Surety are held and firmly bound unto the City of Turlock in the sum of ____________________________________________ ($_________), said sum being equal to the estimated amount payable by said City of Turlock under the terms of the contract, for which payment well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, or assigns jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that if said Principal, or Principal’s heirs, executors, administrators, successors, or assigns, or subcontractors shall fail to pay for any material, provisions, provender, or other supplies, implements, or machinery used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Franchise Tax Board from these wages of employees of the Contractor and Contractor’s subcontractors pursuant to the Revenue and Taxation Code, with respect to such work and labor, the Surety or Sureties hereon will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In case suit is brought upon this bond, said Surety will pay a reasonable attorney’s fee to be fixed by the court.

This bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3138 of the Civil Code of the State of California so as to give a right of action to them or their assigns in any suit brought upon this bond.

Said Surety, for value received, hereby stipulates and agrees that, in accordance with the Plans, Standard Specifications, Special Provisions, and other Contract Documents, no change, extension of time, alteration or addition to the terms of the contract, or to the work to be performed there under, or to the specifications accompanying the same, shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract, or to the work, or to the specifications. [Signatures on Following Page]

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CITY PROJECT NO. 21-003
Rev. 10/2025
IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their seals this ___________ day of ________________, 20__, the name and corporate seals of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.
(Corporate Seal) Principal
By
Title
(Attach Notarial Acknowledgment)
(Corporate Seal) Surety

Address
Phone No.: ( ) Fax No.: ( )
By
Attorneys-in-Fact
Title
(Attach Notarial Acknowledgment)
NOTE TO SURETY COMPANY: There must be submitted a certified copy of unrevoked resolution of authority for the attorneys-in-fact.
(Seal) Witness
Approved as to form:

Risk Manager

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City Council Staff Report
January 13, 2026
From: Nick Showalter, Information Technology Director
Prepared by: Luis Machado, Information Technology Manager Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Approving the purchase and installation of a Verkada Security Video System and authorizing the City Manager to execute an agreement in a form approved by the City Attorney with Development Group, Inc. (DGI) in accordance with OMNIA Contract No.

R250206 for a total amount not to exceed $243,817.76. This expenditure is to be funded through the American Rescue Plan Act (ARPA) account 119-10-188.51270.

2. NARRATIVE:

Staff is requesting approval to purchase a replacement video security system for the Turlock Public Safety Facility (Turlock PD). The proposed system, supplied by Verkada, will be purchased through and installed by Development Group, Inc. (DGI) under Exhibit A - Statement of Work 38463.

The existing system at the Public Safety Facility is aging and requires replacement to ensure continuous and reliable monitoring capabilities for the security of the facility and its operations. The proposed solution includes hardware, software, licensing, installation, professional services, and cabling.

Staff conducted a review and comparison of several popular video security solutions to determine the best long-term option for the City. The Verkada platform was selected based on its superior ease of use for public safety staff, exceptional longevity of warranties (10- year hardware warranty), proven compliance with regulatory video retention requirements, and inclusion of advanced video analytics to enhance investigations and operational efficiency. Furthermore, the selection represents a cost-effective option when compared to other solutions that were lacking in one or more of the evaluated factors.

This purchase is being made under the OMNIA Contract No. R250206, a cooperative purchasing agreement, which allows the City to procure the required services efficiently without conducting a separate competitive bid process under Turlock Municipal Code 2-7- 08 (b) (5).

3. FISCAL IMPACT / BUDGET AMENDMENT:

The total cost for the purchase and implementation of the replacement surveillance system is $243,817.76.

Funds for this expenditure are available and appropriated in Fund 119 American Rescue Plan Act, out of the account 119-10-188.51270.

The Purchasing Division has determined that this item does not require a competitive procedure due to Turlock Municipal Code 2-7-08 (b) (5), which states bidding is not required

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Agenda Staff Report
1/13/2026
when engaged in joint, cooperative, or leveraged purchasing plans that have been solicited and awarded on a competitive basis.

4. ENVIRONMENTAL DETERMINATION:

This action is not a project under the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) of the CEQA Guidelines. The purchase and installation of a replacement surveillance system involve organizational or administrative activities that will not result in direct or indirect physical changes in the environment.

5. ATTACHMENTS:

1. Service Provider Agreement CC no. 2026-0115

2. Exhibit A - Statement of Work 38463

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CITY CONTRACT NO. 2026-0115 1
{VERSION 2025}
12/2025

SERVICE PROVIDER (PREVAILING WAGE) AGREEMENT BETWEEN THE CITY

OF TURLOCK
and

DEVELOPMENT GROUP INC
for
Security Camera System Installation for the Public Safety Facility City Contract No. 2026-0115
THIS SERVICE PROVIDER AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“City”), and DEVELOPMENT GROUP, INC., a California corporation (“Service Provider”), on this 14th day of January, 2026 (the “Effective Date”). City and Service Provider may be collectively referred to herein as the “Parties” or individually as “Party.” There are no other parties to this Agreement.

RECITALS
A. City seeks to hire an independent contractor to perform Service Provider services to assist City with installation and configuration of a Verkada Security Camera System for the Public Safety Facility (the “Project”).

B. Service Provider has made a proposal to City to provide such Service Provider services. A description of the services Service Provider proposes to provide is included in the Scope of Services in Exhibit A attached hereto and incorporated herein by reference (“Services”).

City desires to retain Service Provider to perform the Services, subject to the terms and conditions set forth in this Agreement.

C. The Parties have outlined the schedule or timeline for providing the Services (“Completion Schedule”), which shall be included in the Scope of Services in Exhibit A.

D. The Parties have outlined the rates and method of payment to Service Provider for its performance of the Services under this Agreement (“Compensation Schedule”), which shall be included in the Scope of Services in Exhibit A.

NOW, THEREFORE, in consideration of the promises and covenants set forth below, the Parties agree as follows:

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AGREEMENT

1. Recitals. The recitals set forth above (“Recitals”) are true and correct and are hereby incorporated into and made part of this Agreement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 53 of this Agreement, Sections 1 through 53 shall prevail.

2. Term. The term of this Agreement shall be one (1) year and will commence on the Effective Date and terminate on the 13th day of January, 2027 (“Term”) unless the Parties mutually agree in writing to terminate the Agreement earlier or extend the Term pursuant to this Agreement.

3. Extension of Agreement. [Intentionally Omitted]

4. Effective Date. This Agreement shall only become effective once all of the Parties have executed the Agreement (the “Effective Date”).

5. Work.

5.1. Services. Subject to the terms and conditions set forth in this Agreement, Service Provider shall provide City the Services described in Exhibit A. Any request for Services not included in Exhibit A will be considered a request for additional or modified Services (“Modification” or “Modifications”). Service Provider shall not receive additional compensation for any Modification of the Services unless the Parties agree otherwise in a writing executed by both Parties.

5.2. City Requested Modification of Services. City may, by written order, authorize Modifications to the Services described in Exhibit A. If such Modifications cause an increase in the cost or time required for performance of Service Provider’s Services, the Parties shall enter into a written amendment to this Agreement to adjust the Services and the compensation to be paid to Service Provider and, if necessary, amend the Completion Schedule or Compensation Schedule.

The Services, Completion Schedule, or Compensation Schedule shall not be revised unless City and Service Provider mutually agree to a written amendment to this Agreement reflecting such revisions, additional compensation, time for performance or such other terms or conditions mutually agreed upon by the Parties.

5.3. Service Provider Requested Modification in Services. Service Provider shall not be compensated for work outside the Services described in this Agreement, unless, prior to the commencement of the Services:
(a) Service Provider provides City with written notice that specific work requested by City or required to complete the Project is outside the agreed upon Services. Such notice shall: (1) be supported by substantial evidence that the work is outside the Services; (2) set forth the Service Provider’s proposed course of action for completing the work and a specific request for City to approve the Modification to the Services; (3) set forth the Service Provider’s proposed revisions, if any, to the Completion Schedule; and (4) set forth the Service Provider’s proposed revisions, if any, to the Compensation Schedule; and

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(b) City agrees that the work requires a Modification;
(c) City approves all adjustments, if any, to the Completion Schedule and Compensation Schedule.

6. Compensation.

6.1. Amount, Time and Manner of Payment for Service Provider Services. City shall pay Service Provider according to the rates and timing set forth in the Compensation Schedule. On each anniversary date of the Effective Date, Service Provider will be allowed to increase prices with thirty (30) days’ written notice to City. Increases may not exceed increases in the San Francisco-Oakland Consumer Price Index for all urban consumers or percentage increases in Service Provider’s published prices, whichever is lower. In all cases, City may cancel this Agreement if a requested price increase is not acceptable. City’s total compensation to Service Provider shall not exceed Two Hundred Forty-Three Thousand Eight Hundred Seventeen and 76/100ths Dollars ($243,817.76) (“Maximum Payment”), unless the Parties mutually agree in writing otherwise.

6.2. Deposit. [Intentionally Omitted]

6.3. Subsequent Payments. City shall make monthly payments in the amount invoiced by Service Provider within thirty (30) calendar days of receiving such invoice. In the event that an amount of an invoice is in dispute, City shall inform Service Provider of the amount and basis for the dispute and may withhold the amount which is in dispute until the dispute has been resolved.

6.4. Invoices. Service Provider shall provide City with monthly invoices sufficiently evidencing Service Provider’s expenses and completion of the Services. All invoices furnished to City by Service Provider shall be in a form approved by City. The payments specified shall be the only payments made to Service Provider for performance of the Services, including compensation for any Modification. Service Provider shall submit all billings for Services to City within fortyfive (45) days of the performance of such Services. City shall issue payment according to City’s customary procedures and practices for issuing payments to independent contractors.

7. Notice to Proceed. Service Provider shall not commence the performance of the Services until it has been given notice by City (“Notice to Proceed”).

8. Time of Performance. Service Provider warrants that it will commence performance of the Services within one hundred and eighty (180) calendar day(s) of the date the agreement was executed and shall conform to the Completion Schedule. The time of performance is a material term of this Agreement relied on by City in entering into this Agreement.

9. City Assistance to Service Provider. Service Provider shall, at its sole cost and expense, furnish all facilities, equipment, materials, information, personnel and administrative assistance which may be required to perform its obligations under this Agreement, with the exception of items of City assistance provided in Exhibit A: Customer Responsibilities (“City Assistance to

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Service Provider”). City shall furnish to Service Provider only the facilities, equipment, materials, information, personnel and administrative assistance listed in Exhibit A: Customer Responsibilities. Notwithstanding the foregoing, City shall cooperate with Service Provider and shall not actively interfere with Service Provider’s performance of Services under this Agreement.

10. Time and Personnel Devoted to Services. Service Provider shall devote such time and personnel to the performance of this Agreement, as is necessary to perform the Services in compliance with the Completion Schedule, Compensation Schedule, and this Agreement.

11. Performance by Qualified Personnel; No Subcontracting. Services under this Agreement shall be performed only by competent personnel under the supervision and direct employment of Service Provider. Service Provider will conform with City’s reasonable requests regarding assignment of personnel, but all personnel, including those assigned at City’s request, shall be supervised by Service Provider. Service Provider is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is expressly approved by City in writing.

Neither Party shall, on the basis of this Agreement, contract on behalf of, or in the name of the other Party. An agreement made in violation of this provision shall confer no rights on any Party and shall be null and void.

11.1. Payment of Prevailing Wage:
(a) Monitoring and Enforcement. In accordance with the provisions of Sections 1725.5, 1771.1, 1771.3, and 1771.4 of the Labor Code, some work performed under the Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations (“DIR”). Some work performed by Service Provider or its subcontractors under the Contract is subject to the requirements of Labor Code section 1720 et seq. It is not a violation of this section for an unregistered Service Provider to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Service Provider is registered to perform public work pursuant to Section 1725.5 of the Labor Code at the time the contract is awarded. Service Provider and its subcontractors shall furnish the records specified in Section 1776 of the Labor Code directly to the Labor Commissioner, at least monthly, in the format prescribed by the Labor Commissioner.

In accordance with the provisions of Section 1773.3 of the Labor Code, City shall provide notice to DIR of the award of this Agreement within thirty (30) working days of the award. The notice shall be transmitted electronically in a format specified by DIR and shall include the name of Service Provider, any subcontractor listed on the successful bid, the bid and contract award dates, the contract amount, the estimated start and completion dates, Project location, and any additional information DIR specifies that aids in the administration and enforcement of Section 1720 et seq. of the Labor Code.
(b) Wages & Hours of Employment: In the performance of the Services under the Agreement, eight (8) hours shall be the maximum hours of labor on any calendar day, and the minimum wages of compensation of persons performing labor in the execution of this agreement shall be the current prevailing scale of wages determined by DIR for the community. Service Provider shall forfeit as penalty Twenty-five and no/100ths Dollars ($25.00) to be paid to City for

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each workman employed in the execution of the Agreement by Service Provider or its subcontractor(s), for each calendar day during which any workman is required or permitted to labor more than eight (8) hours, in violation of provisions of Labor Code section 1810 et seq.

Service Provider shall post prevailing wage rates at the Project no later than the first day Service Provider commences performance of the Services under the Agreement.

12. Representations of Service Provider. City relies upon the following representations by Service Provider in entering into this Agreement:

12.1. Qualifications. Service Provider represents that it is qualified to perform the Services provided in Exhibit A and that it possesses the necessary licenses and permits required to perform the Services or will obtain such licenses or permits prior to the time such licenses or permits are required. Service Provider shall also ensure that all subcontractors are similarly licensed and qualified. Service Provider and all subcontractors shall also obtain a business license from City before they commence performance of the Services. Service Provider represents and warrants to City that Service Provider shall, at Service Provider's sole cost and expense, keep in effect or obtain at all times during the Term of this Agreement, any licenses, permits, and approvals which are legally required for Service Provider to practice Service Provider's profession at the time the Services are rendered.

12.2. Service Provider Performance. Service Provider represents that all Services under this Agreement shall be performed in a professional manner and shall conform to the customs and standards of practice observed on similar, successfully completed projects by providers of the Services to be provided. Service Provider shall adhere to accepted Service Provider standards as set forth by relevant Service Provider associations and shall perform all Services required under this Agreement in a manner consistent with generally accepted Service Provider customs, procedures and standards for such Services. Service Provider agrees that, if a Service is not so performed, in addition to all of its obligations under this Agreement and at law, Service Provider shall re-perform or replace unsatisfactory Service at no additional expense to City.

12.3. No Waiver of Claims. The granting of any progress payment by City, or the receipt thereof by Service Provider, or any inspection, review, approval or oral statement by any representative of City, or state certification shall not, in any way, waive, limit, or replace any certification or approval procedures normally required or lessen the liability of Service Provider to re-perform or replace unsatisfactory Service, including, but not limited to, cases where the unsatisfactory character of such Service may not have been apparent or detected at the time of such payment, inspection, review or approval.

12.4. City’s Remedies are Cumulative. Nothing in this Section shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Service Provider may have under this Agreement or any applicable law. All rights and remedies of City, whether under this Agreement or applicable law, shall be cumulative.

12.5. No Conflict of Interest. Service Provider represents that no conflict of interest will be created under state or federal law by entering into or in carrying out this Agreement.

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13. Conformity with Law and Safety. Service Provider shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal and local governing bodies having jurisdiction over any or all of the scope of Services, including all provisions of the Occupational Safety and Health Act of 1979 as amended, all California Occupational Safety and Health Regulations, the California Building Code, the Americans with Disabilities Act, any copyright, patent, or trademark law, and all other applicable federal, state, municipal and local safety regulations, appropriate trade association safety standards, and appropriate equipment manufacturer instructions. All Services performed by Service Provider must be in accordance with these laws, ordinances, codes and regulations. Service Provider’s failure to comply with any laws, ordinances, codes, or regulations applicable to the performance of the Services hereunder shall constitute a breach of contract. In cases where standards conflict, the standard providing the highest degree of protection shall prevail.

If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Agreement, Service Provider shall immediately notify City's risk manager by telephone. If any accident occurs in connection with this Agreement, Service Provider shall promptly submit a written report to City, in such form as City may require. This report shall include the following information: (a) name and address of the injured or deceased person(s); (b) name and address of Service Provider's subcontractor, if any; (c) name and address of Service Provider's liability insurance carrier; and (d) a detailed description of the accident, including whether any of City's equipment, tools or materials were involved.

If a release of a hazardous material, substance, or waste occurs in connection with the performance of this Agreement, Service Provider shall immediately notify City. Service Provider shall not store hazardous materials or hazardous waste within City limits without a proper permit from City.

13.1 Compliance with Federal Requirements. Service Provider agrees to comply with all applicable federal statutes, regulations, and requirements, including but not limited to:
 2 CFR Part 200 (Uniform Guidance) procurement and cost principles;  Equal Employment Opportunity (41 CFR Part 60);
 Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352);
 Debarment and Suspension (2 CFR Part 180).

Service Provider certifies it is not debarred, suspended, or otherwise excluded from participation in federal programs.

14. Confidentiality. Service Provider understands and agrees that, in the performance of Services under this Agreement or in the contemplation thereof, Service Provider may have access to private or confidential information that may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City (“Confidential Information”).

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Service Provider shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Service Provider written authorization to make any such disclosure, Service Provider shall do so only within the limits and to the extent of that authorization. Service Provider may be directed or advised by the City Attorney on various matters relating to the performance of the Services on the Project or on other matters pertaining to the Project and, in such event, Service Provider agrees that it will treat all communications between itself, its employees and its subcontractors as being communications which are within the attorney-client privilege.

Notwithstanding the foregoing, Service Provider may disclose Confidential Information required to be disclosed under law, provided that, prior to disclosure, Service Provider shall first give notice to City and make a reasonable effort to obtain a protective order requiring that City’s Confidential Information not be disclosed. This exception is limited to the extent disclosure is required under law.

15. Excusable Delays; Notice to Other Party of Delay. Service Provider shall not be in breach of this Agreement in the event that performance of Services is temporarily interrupted or discontinued due to a “Force Majeure” event which is defined as: riots, wars, sabotage, civil disturbances, insurrections, explosion, natural disasters such as floods, earthquakes, landslides, fires, strikes, lockouts and other labor disturbances or other catastrophic events, which are beyond the reasonable control of Service Provider. Force Majeure does not include: (a) Service Provider’s financial inability to perform; (b) Service Provider’s failure to obtain any necessary permits or licenses from other governmental agencies; or (c) Service Provider’s failure to obtain the right to use the facilities of any public utility where such failure is due solely to the acts or omissions of the Service Provider.

16. Assignment Prohibited. No Party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempt or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

17. Suspension of Services by City. City reserves the right to suspend Service Provider's Services under this Agreement when City determines that it is necessary to do so. When possible, City shall give Service Provider notice of such suspension and Service Provider shall, upon receipt of said notice, suspend all Services except any Services, the completion of which is authorized by the notice given by City. If the Services are suspended by City for more than sixty (60) consecutive days, for reasons other than the fault of the Service Provider, the Service Provider shall be compensated for Services performed prior to notice of such suspension. When the Project is resumed, the Service Provider's compensation shall be equitably adjusted by City to provide for expenses incurred by the interruption of the Services. In this regard, Service Provider shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Service Provider during the period when Services were suspended.

If the Parties are unable to agree upon the amount of extra compensation which is due to Service Provider within thirty (30) days of Service Provider resuming Services, the amount of such additional compensation, if any, that is required to appropriately compensate the Service Provider

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for its expenses incurred by the interruption of Services may, upon the request of either Party, be determined by arbitration conducted in accordance with the “Arbitration of Disputes” section of this Agreement. Such arbitration shall be commenced by the Service Provider no later than sixty (60) calendar days following the event which entitles the Parties to pursue arbitration unless the Parties agree in writing to an extended time period for commencement of arbitration. Unless otherwise agreed in writing, all Parties shall carry on the Services and perform their duties during any arbitration proceedings, and City shall continue to make payments for the Services in progress as required by this Agreement.

18. Ownership of Work Product. Any and all work, artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports, designs, specifications, drawings, diagrams, surveys, source codes, Service Provider or technical information or data, photographs, notes, letters, emails or any original works of authorship created by Service Provider or its subcontractors or subcontractors in connection with Services performed under this Agreement (“Products”) shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of City. In the event it is ever determined that any Product created by Service Provider or its subcontractors, or subcontractors under this Agreement, are not works for hire under U.S. law, Service Provider hereby assigns all copyrights to such Products to City. With the prior written approval of City's point of contact for the Project, Service Provider may retain and use copies of such Products for reference and as documentation of its experience and capabilities.

All Products shall become the property of City irrespective of where located or stored, and Service Provider agrees to deliver all such documents and information to City, without charge and in whatever form it exists, on the completion of the Service Provider's Services hereunder. Service Provider shall have no ownership interest in such Products.

All work product of Service Provider under this Agreement, including written information which City will cause to be distributed for either internal or public circulation, including both preliminary and final drafts, shall be delivered to City in both printed and electronic form, or as may be specified in Exhibit A.

When this Agreement is terminated, Service Provider agrees to return to City all documents, drawings, photographs and other written or graphic material, however produced, that it received from City, its contractors or agents, in connection with the performance of its Services under this Agreement. All materials shall be returned in the same condition as received.

19. Termination of Work by City for Its Convenience. City shall have the right to terminate this Agreement at any time for its convenience by giving notice of such termination to Service Provider. In the event City shall give such notice of termination, Service Provider shall cease rendering Services upon receipt of said notice given as required in this Agreement. If City terminates this Agreement:
(a) Service Provider shall deliver copies of all Products prepared by it pursuant to this Agreement.

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(b) If City terminates this Agreement for convenience before City issues the Notice to Proceed to Service Provider or before Service Provider commences any Services hereunder, whichever last occurs, City shall not be obligated to make any payment to Service Provider. If City terminates this Agreement after City has issued the Notice to Proceed to Service Provider and after Service Provider has commenced performance under this Agreement, City shall pay Service Provider the reasonable value of the Services rendered by Service Provider pursuant to this Agreement prior to termination of this Agreement. City shall not in any manner be liable for Service Provider's actual or projected lost profits had Service Provider completed the Services.

Service Provider shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Service Provider prior to termination. In the event of a dispute as to the reasonable value of the Services rendered by Service Provider prior to termination and the Parties are unable to agree upon said amount within sixty (60) calendar days following the date of the notice of termination by City, such dispute may, upon the request of either Party, be resolved by arbitration conducted in accordance with the “Arbitration of Disputes” section of this Agreement. (c) Except as provided in this Agreement, in no event shall City be liable for costs incurred by or on behalf of Service Provider after the date of the notice of termination.

20. Assurance of Performance. If, at any time, City believes Service Provider may not be adequately performing its obligations under this Agreement or may fail to complete the Services as required by this Agreement, City may submit a written request to Service Provider for written assurances of performance and a plan to correct observed deficiencies in Service Provider's performance. Failure to provide written assurances subsequent to such written request, constitutes grounds to declare a breach under this Agreement.

21. Cancellation for Breach by Either Party. Should either Party fail to substantially perform its obligations in accordance with the provisions of this Agreement, the other Party shall thereupon have the right to cancel the Agreement by giving written notice and specifying the effective date of such cancellation. If City cancels this Agreement for breach and it is subsequently determined that Service Provider did not fail to substantially perform its obligations in accordance with this Agreement, then cancellation for breach by City shall be deemed, and treated, as termination for convenience.

Neither Party waives the right to recover damages against the other for breach of this Agreement, including any amount necessary to compensate City for all detriment proximately caused by Service Provider's failure to perform its obligations hereunder or which in the ordinary course of things would be likely to result therefrom. City reserves the right to offset such damages against any payments owed to Service Provider.

City shall not in any manner be liable for Service Provider's actual or projected lost profits had Service Provider completed the Services required by this Agreement.

22. Non-Discrimination. In its performance of the Services, Service Provider shall adhere to City’s EEO Policy which states, “The City is committed to ensuring that all qualified individuals have a full and fair opportunity to compete in all phase of the hiring process and promotion, and

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to enjoy the benefits of employment with the City. All employees and applicants shall receive equal consideration and treatment in employment without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, or status as a covered veteran in accordance with applicable federal or state statutes, the City’s ordinances, resolutions, rules or regulations.”
In addition, all agreements with sub-contractors will include language as required by the Office of Federal Contract Compliance Programs (OFCCP) that requires sub-contractors to maintain equal employment opportunity policies, and, as necessary, affirmative action policies.

23. Arbitration of Disputes. All claims, disputes, and other matters in question between City and Service Provider arising out of or relating to this Agreement or the breach thereof, including claims of Service Provider for extra compensation for Services related to the Project, shall be decided by arbitration before a single arbitrator in accordance with the provisions of Sections 1281 to 1284.2 of the California Code of Civil Procedure (the “Arbitration Laws”) unless the Parties mutually agree otherwise. The provisions of Section 1283.05 of the Arbitration Laws apply to any arbitration proceeding except as otherwise provided in this Agreement. The arbitrator shall have authority to decide all issues between the Parties including, but not limited to, claims for extras, delay and liquidated damages, if any, provided for in this Agreement, matters involving defects in the work product of the Service Provider, rights to payment, and whether the necessary procedures for arbitration have been followed. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

Notice of the demand for arbitration shall be filed in writing with the other Party. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitation.

The Parties shall jointly appoint an arbitrator within fifteen (15) calendar days of the date of giving of the notice of the demand for arbitration. If the Parties are unable to jointly agree upon the appointment of an arbitrator within said fifteen (15) calendar day period, and do not agree in writing to extend said period for a fixed period, then either Party may seek to have the arbitrator appointed by the Superior Court of Stanislaus County in accordance with the Arbitration Laws.

If any proceeding is brought to contest the right to arbitrate and it is determined that such right exists, the losing Party shall pay all costs and attorneys' fees incurred by the prevailing party.

In addition to the other rules of law which may be applicable to any arbitration hereunder, the following shall apply:
(a) Promptly upon the filing of the arbitration, each Party shall be required to set forth in writing and to serve upon each other Party a detailed statement of its contentions of fact and law.

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(b) All parties to the arbitration shall be entitled to the discovery procedures as provided in Section 1283.05 of the California Code of Civil Procedure. (c) The arbitration shall be commenced and conducted as expeditiously as possible consistent with affording reasonable discovery as provided herein. (d) These additional rules shall be implemented and applied by the arbitrator.

The costs of arbitration shall be borne by the Parties as determined by the arbitrator, but each Party shall bear its own attorney's fees associated with the dispute with the other Party and to the arbitration.

24. Insurance Coverage. During the Term, the Service Provider shall maintain in full force and effect policies of insurance set forth herein, which shall be placed with insurers admitted in California with a current A M Best’s rating of no less than A-: VII and will provide City with written proof of said insurance. Service Provider shall maintain coverage as follows:

24.1 Commercial General Liability. Service Provider shall maintain Commercial General Liability Insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence, Four Million Dollars ($4,000,000.00) general aggregate, and Two Million Dollars ($2,000,000.00) products and completed operations for bodily injury, personal injury, and property damage. The general aggregate limit shall apply separately to this Project or the general aggregate shall be doubled.

24.2 Workers’ Compensation Insurance and Employer's Liability. Service Provider shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least One Million Dollars ($1,000,000.00) each accident or disease.

Service Provider shall submit to City, along with the Certificate of Insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

24.3 Professional Liability. Service Provider shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing services in the amount of no less than Two Million Dollars ($2,000,000.00) per claim and in the aggregate or greater if appropriate for the Service Provider's profession. Any deductibles or selfinsured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to City, its elected and appointed councils, commissions, directors, officers, employees, agents, and representatives (“City’s Agents”); or the Service Provider shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claims administration and defense expenses.

24.4 Commercial Automobile Liability Insurance. Service Provider shall maintain Commercial Automobile Liability Insurance using ISO Business Auto Coverage form CA 00 01 (or equivalent) in the amount of no less than Two Million Dollars ($2,000,000.00) or greater each accident for owned, leased, hired, non-owned, and borrowed automobiles. The policy shall provide

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and be endorsed that the City, its officials, agents, employees, and volunteers are included or named as additional insureds. If Service Provider owns no vehicles, this requirement may be met through a non-owned auto coverage or an endorsement to the CGL policy.

24.5 Umbrella or Excess Policy. Service Provider may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying policies of insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Service Provider’s primary and excess liability policies are exhausted.

24.6 Waiver of Subrogation. With the exception of professional liability, Service Provider hereby agrees to waive subrogation which any insurer of Service Provider may acquire from Service Provider by virtue of the payment of any loss. The commercial general liability policy, automobile liability policy, and workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of City for all work performed by Service Provider, its agents, employees, independent contractors and subcontractors. Service Provider shall provide written proof of waiver of subrogation in the Certificate of Insurance. Additionally, Service Provider agrees to obtain any available endorsements that may be necessary to effectuate this waiver of subrogation.

25. Additional Insurance Requirements. Within five (5) days of the Effective Date, Service Provider shall provide City with certificates of insurance and amendatory endorsements for all of the policies required under this Agreement (“Certificates and Endorsements”). Such Certificates and Endorsements shall be kept current for the Term of the Agreement and Service Provider shall be responsible for providing updated copies. With the exception of the workers’ compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such. If carrier will not provide the required notice of cancellation, the Service Provider shall provide written notice to the City no longer than ten (10) business days before cancellation. ; (b) name City, and City’s Agents as additional insureds with respect to liability arising out of Services, work or operations performed by or on behalf of Service Provider and shall be endorsed to state such; (c) name City of Turlock as a certificate holder; (d) cover products and completed operations of Service Provider, premises owned, occupied, or used by the Service Provider, or automobiles owned, leased, or hired or borrowed by the Service Provider; contain no special limitations on the scope of protection afforded to City; (e) allow and be endorsed primary with respect to any insurance or self-insurance programs covering City or City’s Agents and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of Service Provider’s insurance and shall not contribute to it; (f) contain standard separation of insured provisions; and (g) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

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26. Indemnifications.

26.1 Indemnification for Professional Liability. When the law establishes a professional standard of care for any portion of the Services provided under this Agreement, to the fullest extent permitted by law. Service Provider shall defend with legal counsel reasonably acceptable to City, indemnify and hold harmless City and City’s Agents from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Service Provider or its subcontractors), expense and liability of every kind, nature and description that arise out of, pertain to, or relate to acts or omissions of Service Provider, or any direct or indirect subcontractor, employee, contractor, representative or agent of Service Provider, or anyone that Service Provider controls (collectively “Liabilities”). Such obligations to defend, hold harmless, and indemnify City and City’s Agents shall not apply to the extent that such Liabilities are caused in whole by the sole negligence, active negligence, or willful misconduct of City or City’s Agents, but shall apply to all other Liabilities. With respect to third party claims against the Service Provider, the Service Provider waives any and all rights of any type of express or implied indemnity against City and City’s Agents.

26.2 Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Service Provider shall indemnify, defend, and hold harmless City and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel’s fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Service Provider or by any individual or agency for which Service Provider is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of Service Provider.

27. Liability of City. Notwithstanding any other provision of this Agreement, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed in connection with this Agreement.

28. Independent Contractor. At all times during the Term, Service Provider shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which Service Provider performs the Services required under this Agreement. Service Provider shall be liable for its acts and omissions and those of its employees, contractors, subcontractors, representatives, volunteers, and its agents. Nothing contained herein shall be construed as creating an employment, agency or partnership relationship between City and Service Provider. City shall have the right to control Service Provider only insofar as the result of Service Provider’s Services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Service Provider accomplishes Services rendered pursuant to this Agreement.

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29. Service Provider Not Agent. Except as City may specify in writing, Service Provider shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Service Provider shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

30. Payment of Taxes and Other Expenses. Payment of any taxes, including California sales and use taxes, levied upon this Agreement, the transaction, or the Services or goods delivered pursuant hereto, shall be the obligation of Service Provider.

31. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Any Party hereto may at any time, by giving ten (10) days’ written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below.

If to City: City of Turlock
Attn: Nicklaus Showalter, IT Director
156 S. Broadway, Suite 116
Turlock, California 95380
With courtesy copies to: City of Turlock, City Attorney’s Office Attn: George A. Petrulakis, City Attorney
156 S. Broadway
Turlock, California 95380-5456
If to Service Provider: Development Group, Inc.

Attn: Jace O’Ravez
PO Box 991484
Redding, CA 96099-1484

32. City Contract Administrator. City’s contract administrator and contact person for this Agreement is:

Luis Machado
Information Technology Manager
156 S. Broadway, Suite 116
Turlock, California 95380
Telephone: (209) 668-6066
E-mail: [email protected]

33. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural and vice versa.

34. Use of City Project Number. [Intentionally Omitted]

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35. Modification. No alteration, amendment, modification, or termination of this Agreement shall be valid unless made in writing and executed by all of the Parties to this Agreement.

36. Waiver. No covenant, term, or condition or the breach thereof shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.

37. Assignment. No Party to this Agreement shall assign, transfer, or otherwise dispose of this Agreement, in whole or in part, to any individual, firm, or corporation without the prior written consent of the other Party. Subject to the forgoing provisions, this Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Parties hereto.

38. Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states or firms and that all former requirements necessary or required by state or federal law in order to enter into the Agreement have been fully complied with. Further, by entering into this Agreement, neither Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.

39. Drafting and Ambiguities. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting Party does not apply in interpreting this Agreement.

40. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California.

41. Venue. Venue for all legal proceedings shall be in the Superior Court of the State of California, in and for the County of Stanislaus.

42. Severability. If this Agreement in its entirety is determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any provision of this Agreement shall be determined by a court to be invalid and unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, which becomes effective after the Effective Date of this Agreement, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement.

43. Execution and Counterparts. This Agreement may be executed simultaneously, and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be electronically signed utilizing services such as

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DocuSign and Nitro Sign, or by transmitting signatures in pdf or similar format, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

44. Audit. City shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Service Provider’s charges to City under this Agreement.

45. Entire Agreement. This Agreement, together with its specific references, attachments, and exhibits, constitutes the entire agreement of the Parties with respect to the subject matters hereof and supersedes any and all prior negotiations, understanding, and agreements with respect hereto, whether oral or written. Should any conflict exist between the terms and conditions of the Agreement and any and all documents and/or exhibits attached hereto, the terms and conditions of the Agreement shall prevail.

46. Supersedes Prior Agreement. It is the intention of the Parties hereto that this Agreement shall supersede any prior agreements, discussions, commitments, or representations, whether written, electronic or oral, between the Parties with respect to the subject matter of this Agreement.

47. Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” and “can” are permissive.

48. Successors and Assigns. All representations, covenants, and warranties specifically set forth in this Agreement, by or on behalf of, or for the benefit of, any or all of the Parties hereto, shall be binding upon and inure to the benefit of such Party, its successors and assigns.

49. Headings. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

50. Attorney’s Fees and Costs. If any action at law or in equity not resolved pursuant to the “Arbitration of Disputes” section of this Agreement, including action for declaratory relief, is brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

51. Necessary Acts and Further Assurances. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

52. Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.

53. Limitation of Liability. Notwithstanding any provision of this Agreement to the contrary, the total aggregate liability of Service Provider to City for any and all claims, losses, damages,

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costs, or expenses of any kind arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the limits of insurance as required in this agreement. In no event shall Service Provider be liable for any indirect, special, incidental, exemplary, or consequential damages, including but not limited to loss of use, loss of revenue, loss of profits, loss of business, or interruption of operations, regardless of the legal theory and even if Service Provider has been advised of the possibility of such damages. These limitations shall apply to the fullest extent permitted by applicable law. [Signatures on Following Page]

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{VERSION 2025}
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by and through their respective officers thereunto duly authorized.

CITY OF TURLOCK, a California
municipal corporation
By:

Susan E. Borrego, Interim City Manager
Date:

APPROVED AS TO SUFFICIENCY:

By:

Nicklaus Showalter, IT Director
APPROVED AS TO FORM:

By:

George A. Petrulakis, City Attorney
ATTEST:

By:

Nichole Fiez, City Clerk
DEVELOPMENT GROUP INC., a California
stock corporation,
By:

Print Name:

Title:

Date
Daniel Lockwood
President
01/08/2026

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CITY OF TURLOCK
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ェヴラ┌ヮくミWデ
J;IW OげR;┗W┣ AIIラ┌ミデ M;ミ;ェWヴ テラヴ;┗W┣をSW┗WノラヮマWミデど
ェヴラ┌ヮくミWデ
マラHキノWぎ ふΓヱヶぶ ヵΑヶどヲンヰヱ
Tラミ┞ JWミニキミゲ Sヴく Sラノ┌デキラミゲ AヴIエキデWIデ デテWミニキミゲをSW┗WノラヮマWミデど ェヴラ┌ヮくミWデ
C┌ゲデラマWヴ Cラミデ;Iデゲ
N;マW PヴラテWIデ RラノW Cラミデ;Iデ Iミaラヴマ;デキラミ
L┌キゲ M;Iエ;Sラ IT M;ミ;ェWヴ ノマ;Iエ;Sラをデ┌ヴノラIニくI;く┌ゲ
Cラマヮ;ミ┞ EゲI;ノ;デキラミ Pノ;ミ
N;マW Pラゲキデキラミ RWゲヮラミゲキHキノキデキWゲ Cラミデ;Iデ Iミaラヴマ;デキラミ
GヴWェ Dヴ;ニW
SWヴ┗キIWゲ DキヴWIデラヴ
RWゲヮラミゲキHノW aラヴ ゲデ;aaキミェ ;ミS
IララヴSキミ;デキラミ ラa ラミどゲキデW ┘ラヴニ
ェSヴ;ニWをSW┗WノラヮマWミデど
ェヴラ┌ヮくミWデ
マラHキノWぎ ふヵンヰぶ ΓヴΓどヵヰヵヲ
マラHキノWぎ ふヵンヰぶ ΓヴΓどヵヰヵヲ
D;ミ LラIニ┘ララS
PヴWゲキSWミデ
Fキミ;ノ SWIキゲキラミどマ;ニキミェ ;┌デエラヴキデ┞
aラヴ ヮヴラテWIデ WゲI;ノ;デキラミゲ
SノラIニ┘ララSをSW┗WノラヮマWミデど
ェヴラ┌ヮくミWデ
マラHキノWぎ ふヵンヰぶ ΓヴΓどヴヲヲヵ

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW ン ラa ヱヴ
Iミゲデ;ノノ;デキラミ SキデW ASSヴWゲゲふWゲぶ
LラI;デキラミ LラI;ノ SキデW Cラミデ;Iデ
Cキデ┞ ラa T┌ヴノラIニ PラノキIW DWヮ;ヴデマWミデ
ヲヴヴ N Bヴラ;S┘;┞が T┌ヴノラIニが CA ΓヵンΒヰ
TBD
D;デ; Sラ┌ヴIWゲ UゲWS ;ミS RWノ;デWS DラI┌マWミデゲ
Tエキゲ Sデ;デWマWミデ ラa Wラヴニ キゲ H;ゲWS ラミ デエW aラノノラ┘キミェ S;デ; ゲラ┌ヴIWゲ ;ミS ヴWノ;デWS SラI┌マWミデゲぎ ヱく SキデW W;ノニ IラマヮノWデWS H┞ J;IW OげR;┗W┣
ヲく VWヴニ;S; SキデW Pノ;ミミWヴ デララノ ┌ゲキミェ ヮヴラ┗キSWS ゲキデW マ;ヮゲ
ンく Pノ;ミ GヴキS ゲキデW ┘;ノニ S;デ;
GWミWヴ;ノ TWヴマゲ ;ミS CラミSキデキラミゲ
GWミWヴ;ノ
ヱく Aノノ Iエ;ミェWゲ デラ デエキゲ Sデ;デWマWミデ ラa Wラヴニが ┘エWデエWヴ ヴWケ┌WゲデWS H┞ デエW Cラマヮ;ミ┞ ラヴ デエW C┌ゲデラマWヴが ┘キノノ HW W┝WI┌デWS ┗キ; デエW ;デデ;IエWS Cエ;ミェW RWケ┌Wゲデ Fラヴマく
ヲく Aミ┞ ケ┌;ミデキデ┞ ラa ヮヴWど;ノノラI;デWS エラ┌ヴゲ キミIノ┌Sキミェが H┌デ ミラデ ノキマキデWS デラが WミSど┌ゲWヴ デヴ;キミキミェが ;Sマキミキゲデヴ;デキ┗W デヴ;キミキミェ ;ミSっラヴ ヮヴラテWIデ マ;ミ;ェWマWミデ ┘エキIエ ;ヴW ミラデ Iラミゲ┌マWS S┌ヴキミェ デエW W┝WI┌デキラミ ラa デエキゲ Sデ;デWマWミデ ラa Wラヴニ マ;┞ ミラデ ;ヮヮノキWS デラ ラデエWヴ ┘ラヴニ Waaラヴデゲ ;ミS ゲエ;ノノ ミラデ ラHノキェ;デW デエW Cラマヮ;ミ┞ デラ a┌ヴデエWヴ ┘ラヴニ HW┞ラミS デエW IラミIノ┌ゲキラミ ラa デエキゲ Sデ;デWマWミデ ラa Wラヴニく ンく UミノWゲゲ ゲヮWIキaキWS キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニが ミラ ;SSキデキラミ;ノ ゲラaデ┘;ヴW ┘キノノ HW Iラミaキェ┌ヴWSく Iミ ゲラマW I;ゲWゲが ヮヴラヮラゲ;ノゲ マ;┞ キミIノ┌SW ノキIWミゲWゲ aラヴ ゲラaデ┘;ヴW デラ ┘エキIエ デエW I┌ゲデラマWヴ キゲ WミデキデノWS H┌デ ┘エキIエ ;ヴW ミラデ ゲIラヮWS デラ HW Iラミaキェ┌ヴWSく
ヴく Pヴキラヴ デラ キミゲデ;ノノ;デキラミが Cラマヮ;ミ┞ ┘キノノ キミゲヮWIデ ;ノノ Wケ┌キヮマWミデ デラ Wミゲ┌ヴW デエWヴW ;ヴW ミラ ゲキェミゲ ラa S;マ;ェWが デエ;デ デエW Wミ┗キヴラミマWミデ キゲ ゲ┌キデ;HノW aラヴ ラヮWヴ;デキラミ ;ミS デエ;デ デエWヴW ┘キノノ HW ゲ┌aaキIキWミデ IノW;ヴ;ミIW ;ヴラ┌ミS デエW Wケ┌キヮマWミデ aラヴ ゲWヴ┗キIWく Cラマヮ;ミ┞ ┘キノノ ミラデキa┞ デエW C┌ゲデラマWヴ ラa ;ミ┞ キミゲデ;ミIWゲ ┘エWヴW デエW Wミ┗キヴラミマWミデ キゲ ミラデ ゲ┌キデ;HノW aラヴ デエW Wケ┌キヮマWミデ キミデWミSWS デラ HW キミゲデ;ノノWS ;デ デエ;デ ノラI;デキラミく ヵく TWゲデキミェ aラヴ デエW ヮヴWゲWミIW ;ミSっラヴ ヴWマラ┗;ノ ラa ;ミ┞ エ;┣;ヴSラ┌ゲ マ;デWヴキ;ノゲ キゲ W┝Iノ┌SWS aヴラマ デエキゲ Sデ;デWマWミデ ラa Wラヴニく Cラマヮ;ミ┞ ;ゲゲ┌マWゲ デエ;デ ミラ エ;┣;ヴSラ┌ゲ マ;デWヴキ;ノゲ ;ヴW ヮヴWゲWミデ ;デ デエW C┌ゲデラマWヴゲ ゲキデWふゲぶく
DラI┌マWミデ;デキラミ
ヱく Cラマヮ;ミ┞ ┘キノノ ヮヴラ┗キSW SWデ;キノWS ;ゲどH┌キノデ Sヴ;┘キミェゲ ;ミS SラI┌マWミデ;デキラミ ┘エキIエ SWゲIヴキHW ;ノノ ;ゲヮWIデゲ ラa デエW ゲ┞ゲデWマ キミゲデ;ノノ;デキラミく AゲどH┌キノデ Sヴ;┘キミェ マ;┞ キミIノ┌SW SラI┌マWミデ;デキラミ ラa ノラェキI;ノ ミWデ┘ラヴニ IラミミWIデキラミゲが IP ;SSヴWゲゲキミェが ヴラ┌デキミェ ヮヴラデラIラノゲが WANっデWノWIラマ IキヴI┌キデ キミaラヴマ;デキラミが SW┗キIW ゲWヴキ;ノ ミ┌マHWヴゲ ;ミSっラヴ VLAN キミaラヴマ;デキラミ ;ゲ マ;┞ HW ヴWケ┌キヴWS デラ ;II┌ヴ;デWノ┞ SラI┌マWミデ デエW キミゲデ;ノノ;デキラミく ヲく Cラマヮ;ミ┞ ┘キノノ デWゲデ ;ノノ キミゲデ;ノノWS エ;ヴS┘;ヴW ;ミS ゲラaデ┘;ヴW aラヴ ヮヴラヮWヴ ラヮWヴ;デキラミ ┌ゲキミェ ; SWデ;キノWS デWゲデ ヮノ;ミ ┘エキIエ ┘キノノ HW SW┗WノラヮWS テラキミデノ┞ H┞ デエW Cラマヮ;ミ┞ ;ミS デエW C┌ゲデラマWヴく

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW ヴ ラa ヱヴ
ンく Cラマヮ;ミ┞ ┘キノノ IノW;ヴ ;ノノ ┘ラヴニ ;ヴW;ゲ ラa ゲエキヮヮキミェ I;ヴデラミゲが ヮ;Iニ;ェキミェ ;ミS SWHヴキゲ IヴW;デWS H┞ デエW Cラマヮ;ミ┞ ;デ デエW IラミIノ┌ゲキラミ ラa W;Iエ ┘ラヴニS;┞く
ヴく Aノノ デWゲデ ヴWゲ┌ノデゲ ┘キノノ HW ヮヴラ┗キSWS デラ デエW C┌ゲデラマWヴ ;ミS ;ノノ マ;ミ┌a;Iデ┌ヴWヴゲげ ┘;ヴヴ;ミデ┞ ふキa ;ミ┞ぶ ┘キノノ HW ヴWェキゲデWヴWS aラヴ デエW HWミWaキデ ラa デエW C┌ゲデラマWヴく
Iミゲデ;ノノ;デキラミ SWヴ┗キIWゲ
GWミWヴ;ノ
ヱく WエWミ キミゲデ;ノノキミェ ヮヴラS┌Iデが Cラマヮ;ミ┞ ┘キノノ IラミミWIデ デエW ヮラ┘Wヴ ゲ┌ヮヮノ┞ ふラヴ ヮラ┘Wヴ ゲ┌ヮヮノキWゲぶ デラ ; UPS ;ミSっラヴ PDU ┌ゲキミェ デエW キミIノ┌SWS ヮラ┘Wヴ IラヴSふゲぶき デエW ゲデ;ミS;ヴS ヮラ┘Wヴ IラヴS キミIノ┌SWS キゲ ; ヵどヱヵP デラ Cヱンが ヶaデが ヱΒAWGが Hノ;Iニ IラヴSく Pラ┘Wヴ IラミミWIデキラミゲ ヴWケ┌キヴキミェ ; SキaaWヴWミデ ヮラ┘Wヴ IラヴS ┘キノノ WキデエWヴ HW キミIノ┌SWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニ ラヴ ゲ┌ヮヮノキWS H┞ デエW C┌ゲデラマWヴ ヮヴキラヴ デラ HWェキミミキミェ ┘ラヴニく
ヲく Aノノ キミゲデ;ノノWS EデエWヴミWデが aキHWヴが ゲデ;Iニ┘キゲW ;ミS ゲデ;Iニヮラ┘Wヴ I;HノWゲ ┘キノノ HW ミW;デノ┞ IラミミWIデWS デラ デエW EデエWヴミWデ ゲ┘キデIエふWゲぶ ふラヴ ラデエWヴ ゲキマキノ;ヴ SW┗キIWぶ マ;ニキミェ デエW HWゲデ ┌ゲW ラa W┝キゲデキミェ エラヴキ┣ラミデ;ノ ;ミS ┗WヴデキI;ノ I;HノW マ;ミ;ェWマWミデ エ;ヴS┘;ヴWく
ンく CラミミWIデキラミふゲぶ デラ デエW ミWデ┘ラヴニ ┘キノノ HW マ;SW キミ ;IIラヴS;ミIW ┘キデエ デエW ミWデ┘ラヴニ デラヮラノラェ┞ Sヴ;┘キミェふゲぶ ふラヴ ラデエWヴ ヴWノ;デWS ゲヮWIキaキI;デキラミ SラI┌マWミデゲぶ ;ゲゲラIキ;デWS ┘キデエ デエキゲ Sデ;デWマWミデ ラa Wラヴニく ヴく TエW Cラマヮ;ミ┞ ┘キノノ ミラデ HW ヴWゲヮラミゲキHノW aラヴ ヴWマラ┗キミェ ;ミ┞ ノラ┘ ┗ラノデ;ェW I;Hノキミェが ゲデ;デキラミ I;Hノキミェが EデエWヴミWデ ヮ;デIエ IラヴSゲが ヮラ┘Wヴ IラヴSゲ ラヴ ;ミ┞ a┌ヴミキデ┌ヴW ラヴ aキ┝デ┌ヴWゲ ┌ミノWゲゲ ゲヮWIキaキI;ノノ┞ ゲデ;デWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニく TエW Cラマヮ;ミ┞ ┘キノノ キミ┗ラキIW デエW C┌ゲデラマWヴ aラヴ デエW SキaaWヴWミIW キミ デエW ヮ┌ヴIエ;ゲW ヮヴキIW ラa デエW ヮヴラテWIデ aラヴ ;ミ┞ Wケ┌キヮマWミデ ┘エキIエ エ;ゲ ミラデ HWWミ ヴWデ┌ヴミWS デラ デエW Cラマヮ;ミ┞ ┘キデエキミ デエキヴデ┞ ふンヰぶ S;┞ゲ ラa デエW WミS ラa デエW ヮヴラテWIデく ヵく Fラヴ ;ミ┞ Wケ┌キヮマWミデ デラ HW キミゲデ;ノノWS ラミ ; ┘;ノノが Cラマヮ;ミ┞ ;ゲゲ┌マWゲ デエWヴW キゲ ゲ┌aaキIキWミデ ゲヮ;IW デラ キミゲデ;ノノ デエW ゲヮWIキaキWS Wケ┌キヮマWミデ ;ミS デエ;デ デエW SWゲキェミ;デWS キミゲデ;ノノ;デキラミ ノラI;デキラミ キゲ aヴWW aヴラマ ;ミ┞ ラHゲデヴ┌Iデキラミゲ デラ キミゲデ;ノノ;デキラミき Wくェく ヮラゲデWヴゲが ┘エキデWHラ;ヴSゲが ┘;ノノ Iラ┗Wヴキミェゲが WデIく ヶく UミノWゲゲ ゲヮWIキaキWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニが C┌ゲデラマWヴ ┘キノノ ゲ┌ヮヮノ┞ ;ノノ EデエWヴミWデ ヮ;デIエ IラヴSゲ ラa ;ヮヮヴラヮヴキ;デW ノWミェデエ ;ミS デ┞ヮWく
Αく C┌ゲデラマWヴ ラヴ SWゲキェミWW ┘キノノ Wミゲ┌ヴW ;ノノ I;HキミWデゲ ;ミSっラヴ ヴ;Iニゲ ;ヴW ヴW;S┞ aラヴ キミゲデ;ノノ;デキラミ ラa Wケ┌キヮマWミデ ヮヴキラヴ デラ ゲIエWS┌ノキミェく Tエキゲ キミIノ┌SWゲが H┌デ キゲ ミラデ ノキマキデWS デラが ;SWケ┌;デW I;HキミWデ SWヮデエが ┘キSデエ ;ミS ;┗;キノ;HノW ヴ;Iニ ┌ミキデゲ ふRUぶ aラヴ Wケ┌キヮマWミデ ゲIエWS┌ノWS デラ HW キミゲデ;ノノWS ;ゲ ヮ;ヴデ ラa デエキゲ Sデ;デWマWミデ ラa Wラヴニ ;ゲ ┘Wノノ ;ゲ ;ミ┞ ラデエWヴ Wケ┌キヮマWミデ ヮヴWゲWミデ キミ デエW MDFっIDF ゲ┌Iエ ;ゲ ゲ┘キデIエキミェが UPSWゲ ;ミS H;デデWヴ┞ H;Iニ┌ヮ ┌ミキデゲが I;HノW マ;ミ;ェWマWミデが ;ミS ヴ;Iニ マラ┌ミデ aキHWヴ LIUゲく FキHWヴ デWヴマキミ;デキラミゲ ┘エキIエ キマヮWSW デエW I;HキミWデ ┘キSデエ ラヴ SWヮデエ aラヴ Wケ┌キヮマWミデ キミゲデ;ノノ;デキラミゲ ゲエラ┌ノS HW ヴWノラI;デWS キミデラ ; ヴ;Iニ マラ┌ミデ LIUく Aノノ ┘;ノノ ゲヮ;IW Iラミデ;キミWS ┘キデエキミ ; I;HキミWデ マ┌ゲデ HW aヴWW ;ミS IノW;ヴ ラa ラHゲデヴ┌Iデキラミゲ キミIノ┌Sキミェ ヮラ┘Wヴ ヴWIWヮデ;IノWゲが ラデエWヴ SW┗キIWゲ ラヴ aキ┝デ┌ヴWゲく Sエラ┌ノS デエW

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW ヵ ラa ヱヴ
IラミSキデキラミゲ ラa ;ミ┞ MDFっIDF HW キミIラマヮ;デキHノW ┘キデエ Wケ┌キヮマWミデ ゲIエWS┌ノWS デラ HW キミゲデ;ノノWSが ヴWケ┌キヴWS ;Sテ┌ゲデマWミデゲ ┘キノノ HW キSWミデキaキWS ;ミS ; Iエ;ミェW ラヴSWヴ キゲゲ┌WSく Cラマヮ;ミ┞ ┘キノノ キミゲデ;ノノ デエW aラノノラ┘キミェ Wケ┌キヮマWミデ
C;マWヴ;ゲ ;ミS ;IIWゲゲラヴキWゲぎ
ヱく Uヮ デラ Sキ┝ ふヶぶ CBヵヲどヲTBEどHW
ヲく Uヮ デラ OミW ふヱぶ CDヴンどヲTBEどHW
ンく Uヮ デラ TエヴWW ふンぶ CDヵンどヲTBどHW
ヴく Uヮ デラ OミW ふヱぶ CDヵンどヲTBEどHW
ヵく Uヮ デラ TエヴWW ふンぶ CHヵンどΒTBEどHW
ヶく Uヮ デラ SW┗WミデWWミ ふヱΑぶ CMヴヲどヲTBどHW
Αく Uヮ デラ SW┗Wミ ふΑぶ CYヵンどヴTBEどHW
Βく Uヮ デラ OミW ふヱぶ VXヵヲどHW
Mラ┌ミデゲぎ
ヱく Uヮ デラ NキミW ふΓぶ ACCどMNTどARMどヱ
ヲく Uヮ デラ T┘ラ ふヲぶ ACCどMNTどCORNERどヱ
ンく Uヮ デラ TエヴWW ふンぶ ACCどMNTどPENDどヱ
ヴく Uヮ デラ TエヴWW ふンぶ ACCどMNTどPOLEどヱ
ヵく Uヮ デラ Sキ┝ ふヶぶ ACCどMNTどSJBOXどヱ
ヶく Uヮ デラ Sキ┝ ふヶぶ ACCどMNTどYPENDどヱ
Mラ┌ミデキミェ Eケ┌キヮマWミデ ふPラノW Mラ┌ミデが W;ノノ Aヴマが Rキェエデ AミェノW Bヴ;IニWデぶ  ASSキデキラミ;ノ ゲヮWIキ;ノキ┣WS マラ┌ミデキミェ Hヴ;IニWデゲ ;ミS IラミS┌キデ マ;┞ HW ヴWケ┌キヴWS aラヴ ゲラマW I;マWヴ; ノラI;デキラミゲく
VWヴニ;S; C;マWヴ; Pエ┞ゲキI;ノ Iミゲデ;ノノ;デキラミ
 Cラマヮ;ミ┞ ┘キノノ キミゲデ;ノノ デエW C;マWヴ;ゲ ┌ゲキミェ デエW キミIノ┌SWS マラ┌ミデキミェ Wケ┌キヮマWミデ ;ゲ ミWIWゲゲ;ヴ┞く Cラマヮ;ミ┞ ┘キノノ IラミミWIデ デエW C;マWヴ;ゲ デラ ; C┌ゲデラマWヴ ヮヴラ┗キSWS C;デヵW ラヴ HWデデWヴ I;HノW ラヴ ┘キヴWノWゲゲ IラミミWIデキ┗キデ┞ ;ゲ
ミWIWゲゲ;ヴ┞く
Cラミゲデヴ┌Iデキラミ SWヴ┗キIWゲ

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW ヶ ラa ヱヴ
ヱく F┌ヴミキゲエ ;ミS キミゲデ;ノノ ┌ヮ デラ デ┘ラ ふヲぶ ミW┘ CATヶ WデエWヴミWデ I;HノWゲ aヴラマ IDF デラ ミW┘ VWヴニ;S; SW┗キIWゲ ;ミS デWヴマキミ;デW ;ミS デWゲデ W┝キゲデキミェ WデエWヴミWデ I;Hノキミェ aラヴ ふヴぶ ヴ┌ミゲく ;く Aノノ I;HノW ヴ┌ミゲ ;ヴW ;ゲゲ┌マWS デラ HW aヴWW aヴラマ ラHゲデヴ┌Iデキラミ aヴラマ IDFっMDF デラ ミW┘ I;マWヴ; ノラI;デキラミ
Hく Aノノ IラヮヮWヴ I;Hノキミェ デラ HW ヴ┌ミ さaヴWW ;キヴざ キミ Jどエララニゲ ;ミSっラヴ Aヴノキミェデラミ ゲデヴ;ヮゲ ;Hラ┗W TどGヴキS IWキノキミェゲく
Iく C;HノWゲ デエ;デ ;ヴW ミラデ ヴ┌ミ ラ┗WヴエW;S ┘キノノ HW キミゲデ;ノノWS キミ Iラマヮ;ミ┞ ヮヴラ┗キSWS ヴ;IW┘;┞く Sく Iミ デエW TWノWIラマ ヴララマが デWヴマキミ;デW I;HノW ラミデラ W┝キゲデキミェ ヮ;デIエ ヮ;ミWノゲく Wく Oミ デエW ゲデ;デキラミ WミS ラa I;HノW ヴ┌ミゲが デWヴマキミ;デW IラヮヮWヴ I;HノWゲ ラミデラ テ;Iニゲく aく L;HWノ I;HノWゲが ヮ;デIエ ヮ;ミWノ ;ミS a;IWヮノ;デWゲ ┌ゲキミェ C┌ゲデラマWヴ ;ヮヮヴラ┗WS ノ;HWノキミェ ゲIエWマWく Ia ミラミW ヮヴラ┗キSWS H┞ DキゲデヴキIデ DGI ┘キノノ ;ゲゲキェミ ノ;HWノゲ H;ゲWS ラミ ANSIっTIAどヶヰヶB ゲデ;ミS;ヴSゲく ェく Aゲゲ┌マWゲ Cラマヮ;ミ┞ ┘キノノ エ;┗W ┌ミヴWゲデヴキIデWS ;IIWゲゲ デラ ;ノノラ┘ aラヴ ┌ミキミデWヴヴ┌ヮデWS ┘ラヴニaノラ┘ ヲく UミノWゲゲ ゲヮWIキaキWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニが デエW aラノノラ┘キミェ ┘ラヴニ キデWマゲ ;ヴW W┝Iノ┌SWS aヴラマ デエキゲ Sデ;デWマWミデ ラa Wラヴニぎ
;く Iミゲデ;ノノ;デキラミ ラa ヮノ┞┘ララS H;IニWヴ Hラ;ヴSふゲぶ ;ミSっラヴ デエW ;ヮヮノキI;デキラミ ラa aキヴW ヴ;デWS ヮ;キミデ デラ ヮノ┞┘ララS H;IニWヴ Hラ;ヴSふゲぶ キミ デWノWIラママ┌ミキI;デキラミゲ ヴララマふゲぶく
Hく Aノノ マラ┌ミデキミェっキミゲデ;ノノ;デキラミ ラa WミIノラゲ┌ヴWゲが WノWIデヴキI;ノ Hラ┝Wゲ ラヴ ゲキマキノ;ヴ キデWマゲ Iく Aノノ デヴWミIエキミェが エラヴキ┣ラミデ;ノ Hラヴキミェ ;ミS ゲキマキノ;ヴ ┌ミSWヴェヴラ┌ミS W┝I;┗;デキラミく Sく Aノノ ┌ミSWヴェヴラ┌ミS IラミS┌キデゲが a;HヴキI マ┌ノデキどIWノノ キミミWヴS┌Iデ ;ミSっラヴ ゲノWW┗Wゲく Wく CラミIヴWデW Iラヴキミェ ;ミSっラヴ I┌デデキミェく
aく Aノノ ;ゲヮエ;ノデ I┌デデキミェ ;ミSっラヴ ヮ;デIエキミェく
ェく Aノノ ヮ;デIエキミェ ;ミS ヮ;キミデキミェく
エく MラSキaキI;デキラミ ラa Sララヴ aヴ;マWゲが ;ミS Sララヴゲ ;ヴW ノキマキデWS デラ デエW キミゲデ;ノノ;デキラミ ラa WノWIデヴラミキI ノラIニ ;ミSっラヴ ゲデヴキニWく
キく Aノノ ミラミどノラ┘ ┗ラノデ;ェW WノWIデヴキI;ノ ┘ラヴニく
テく AヴIエキデWIデ┌ヴ;ノ ;ミS SWゲキェミ Sヴ;┘キミェゲ
ニく PWヴマキデゲ
l. Identification, testing and remediation of hazardous materials is excluded from the work.
マく TエW H┌キノSキミェ ェヴラ┌ミSキミェ ゲ┞ゲデWマ キゲ ;ゲゲ┌マWS デラ HW キミ ヮノ;IW ;ミS ;SWケ┌;デW デラ ゲ┌ヮヮラヴデ デエW W┝キゲデキミェ H┌キノSキミェ ゲ┞ゲデWマゲ ;ミS ミW┘ デWノWIラママ┌ミキI;デキラミゲ Wケ┌キヮマWミデく D;マ;ェW デラ デWノWIラママ┌ミキI;デキラミゲ ゲ┞ゲデWマゲ ;ミS Wケ┌キヮマWミデ S┌W デラ a;┌ノデ┞ H┌キノSキミェ ェヴラ┌ミSキミェ キゲ ミラデ デエW ヴWゲヮラミゲキHキノキデ┞ ラa Cラマヮ;ミ┞く

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW Α ラa ヱヴ
PヴラaWゲゲキラミ;ノ SWヴ┗キIWゲ
Aゲゲ┌マヮデキラミゲ
ヱく C;マWヴ;ゲ マ┌ゲデ HW ヮノ;IWS ラミ ; DHCP Wミ;HノWS VLANく Sデ;デキI IPゲ ;ヴW ミラデ ゲ┌ヮヮラヴデWSく ヲく C┌ゲデラマWヴ マ┌ゲデ Iラミaキェ┌ヴW ミWデ┘ラヴニ aキヴW┘;ノノ ;ミS IラミデWミデ aキノデWヴ デラ ヮWヴマキデ Iラママ┌ミキI;デキラミ HWデ┘WWミ I;マWヴ;ゲ ;ミS S;ゲエHラ;ヴSく
Cラミaキェ┌ヴ;デキラミ デラ キミIノ┌SW
 Cラミaキェ┌ヴ;デキラミ ラa C;マWヴ;ゲ ;ゲ aラノノラ┘ゲぎ
o Cラミaキェ┌ヴW ┌ヮ デラ ふンΒぶ VWヴニ;S; I;マWヴ;ゲく
o C;マWヴ;ゲ マ┌ゲデ HW ヮノ;IWS ラミ ; DHCP Wミ;HノWS VLANく Sデ;デキI IPゲ ;ヴW ミラデ ゲ┌ヮヮラヴデWSく o C;マWヴ; Iラミaキェ┌ヴ;デキラミ デラ キミIノ┌SWぎ
 C;マWヴ;ゲ ┘キノノ HW ;SSWS デラ C┌ゲデラマWヴ Cラママ;ミS ヮノ;デaラヴマく
 C;マWヴ;ゲ ┘キノノ HW ミ;マWS ;ゲ ;ヮヮヴラヮヴキ;デW デラ キミSキI;デW デエWキヴ ノラI;デキラミく  C;マWヴ;ゲ ┘キノノ HW Iラミaキェ┌ヴWS aラヴ ;ヮヮヴラヮヴキ;デW ケ┌;ノキデ┞ ;ミS ヴWデWミデキラミ ゲWデデキミェゲ SWデWヴマキミWS H┞ I┌ゲデラマWヴく
o C┌ゲデラマWヴ ヴWゲヮラミゲキHキノキデキWゲ キミIノ┌SWぎ
 C┌ゲデラマWヴ マ┌ゲデ Iラミaキェ┌ヴW ミWデ┘ラヴニ aキヴW┘;ノノ ;ミS IラミデWミデ aキノデWヴ デラ ヮWヴマキデ Iラママ┌ミキI;デキラミ HWデ┘WWミ I;マWヴ;ゲ ;ミS S;ゲエHラ;ヴSく C┌ゲデラマWヴ ┘キノノ ヮヴラ┗キSW ┌ゲWヴ ノキゲデ キミIノ┌Sキミェ キSWミデキa┞キミェ キミaラヴマ;デキラミ キW ミ;マWが ヴラノWが Iラミデ;Iデ キミaラヴマ;デキラミ ;ミS ┘エWミ デエW┞ ゲエラ┌ノS HW ェヴ;ミデWS ;IIWゲゲく
o Uヮ デラ ふヲぶ エラ┌ヴゲ ラa ;Sマキミく C┌ゲデラマWヴ ゲエ;ノノ ゲヮWIキa┞ ; ヴWヮヴWゲWミデ;デキ┗W デラ HW デヴ;キミWSく o VWヴニ;S; ど B;ゲW Pラヴデ;ノ Cラミaキェ┌ヴ;デキラミ
 Cラミaキェ┌ヴ;デキラミ デラ キミIノ┌SWぎ
 Wラヴニ ┘キデエ I┌ゲデラマWヴ デラ Wゲデ;Hノキゲエ デエW ラヴェ;ミキ┣;デキラミ;ノ ミ;マWが Wミ;HノW ヮラヴデ;ノく
 ASS ┌ヮ デラ aキ┗W ふヵぶ ┌ゲWヴゲ
 ASS ┌ヮ デラ デエヴWW ふンぶ ゲキデWゲ ┘キデエ ┌ヮノラ;SWS aノララヴ ヮノ;ミゲ ;ゲ ;ヮヮヴラヮヴキ;デW ふヮノ;IWマWミデ ラa SW┗キIWゲ ラミ マ;ヮゲ ミラデ キミIノ┌SWSぶ
 CヴW;デW ┌ヮ デラ デエヴWW ふンぶ ┌ゲWヴ ェヴラ┌ヮゲき ;ゲゲキェミマWミデ ラa IヴW;デWS ┌ゲWヴゲ デラ ;ヮヮヴラヮヴキ;デW ェヴラ┌ヮ

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW Β ラa ヱヴ
 Eミ;HノW M┌ノデキどa;Iデラヴ A┌デエWミデキI;デキラミ キa SWゲキヴWS
o C┌ゲデラマWヴ ┘キノノ ヮヴラ┗キSW IP ;SSヴWゲゲキミェ ;ミS ┌ヮS;デW ;ミ┞ ミWデ┘ラヴニ ヴWノ;デWS キデWマゲ ヴWケ┌キヴWS aラヴ SWヮノラ┞マWミデ に IE VLAN Iエ;ミェWゲが aキヴW┘;ノノ ┌ヮS;デWゲが WデIく C┌ゲデラマWヴ RWゲヮラミゲキHキノキデキWゲ
ヱく Iデ キゲ デエW ヴWゲヮラミゲキHキノキデ┞ ラa デエW C┌ゲデラマWヴ デラ マ;キミデ;キミ I┌ヴヴWミデ H;Iニ┌ヮゲ ラa ;ノノ ゲデラヴWS S;デ;く Cラマヮ;ミ┞ ;ゲゲ┌マWゲ ミラ ヴWゲヮラミゲキHキノキデ┞ ;ミSっラヴ ノキ;Hキノキデ┞ aラヴ デエW ノラゲゲ ラa ;ミ┞ C┌ゲデラマWヴ S;デ;く ヲく Uヮラミ デエW ヮヴWゲWミデ;デキラミ ラa ; Wラヴニ AIIWヮデ;ミIW CWヴデキaキI;デキラミ SラI┌マWミデが デエW C┌ゲデラマWヴ ┘キノノ WキデエWヴ ;ェヴWW デラ デエW IラマヮノWデキラミ ラa デエW ┘ラヴニ SWゲIヴキHWS デエWヴWキミ ラヴ ヮヴラ┗キSW ; SWデ;キノWSが ┘ヴキデデWミ ;IIラ┌ミデ ラa デエW ┘ラヴニ キデWマゲ キミ Sキゲヮ┌デWく Ia ミWキデエWヴ デエW Wラヴニ AIIWヮデ;ミIW CWヴデキaキI;デキラミ SラI┌マWミデ ミラヴ ; ┗;ノキS Sキゲヮ┌デW ;ヴW ヴWデ┌ヴミWS デラ デエW Cラマヮ;ミ┞ ┘キデエキミ aキ┗W ふヵぶ H┌ゲキミWゲゲ S;┞ゲが デエW ┘ラヴニ キデWマゲ SWゲIヴキHWS キミ デエW Wラヴニ AIIWヮデ;ミIW CWヴデキaキI;デキラミ SラI┌マWミデ ゲエ;ノノ HW SWWマWS デラ エ;┗W HWWミ ;IIWヮデWS H┞ デエW C┌ゲデラマWヴく
ンく C┌ゲデラマWヴ キゲ ヴWゲヮラミゲキHノW aラヴ ;ミ┞ Iラミaキェ┌ヴ;デキラミ ラa IノキWミデ SW┗キIWゲ ┘エキIエ マ;┞ HW ミWIWゲゲ;ヴ┞ デラ ┌ゲW ゲWヴ┗キIWゲ ;Iデキ┗;デWS H┞ デエW IラマヮノWデキラミ ラa デエキゲ Sデ;デWマWミデ ラa Wラヴニく E┝;マヮノWゲ ラa IノキWミデ Iラミaキェ┌ヴ;デキラミ キミIノ┌SWが H┌デ ;ヴW ミラデ ノキマキデWS デラが ;ゲゲラIキ;デキラミ デラ ; ミW┘ SSIDが SWヮノラ┞マWミデ ラa ; Gヴラ┌ヮ PラノキI┞が SWヮノラ┞マWミデ ラa ; IWヴデキaキI;デW ラヴ IWヴデキaキI;デW デヴ┌ゲデ ノキゲデが WデIく ヴく C┌ゲデラマWヴ ┘キノノ SWゲキェミ;デW ; ゲキミェノW キミSキ┗キS┌;ノ デエ;デ ┘キノノ HW デエW ヮヴキマ;ヴ┞ ヮラキミデ ラa Iラミデ;Iデ aラヴ デエキゲ Sデ;デWマWミデ ラa Wラヴニく Aデ ; マキミキマ┌マが デエキゲ ヮWヴゲラミ マ┌ゲデ HW ;┗;キノ;HノW デラ マWWデ ┘WWニノ┞ ┘キデエ ;ノノ ヮヴラテWIデ ゲデ;ニWエラノSWヴゲく TエW C┌ゲデラマWヴ ヴWヮヴWゲWミデ;デキ┗W マ┌ゲデ エ;┗W ;┌デエラヴキデ┞ デラ キミI┌ヴ Iエ;ヴェWゲ ;ミS マ;ニW SWIキゲキラミゲ デエ;デ ┘キノノ ;aaWIデ デエW ゲ┌IIWゲゲa┌ノ W┝WI┌デキラミ ラa デエW Sデ;デWマWミデ ラa Wラヴニ ;ミS マ┌ゲデ HW ;HノW デラ ヮヴラ┗キSW ふラヴ ラデエWヴ┘キゲW ;ヴヴ;ミェWぶ ヮエ┞ゲキI;ノ ;IIWゲゲ デラ ;ノノ ;ヴW;ゲ ラa デエW a;Iキノキデ┞ふキWゲぶ ┘エキIエ ┘キノノ ヴWIWキ┗W キミゲデ;ノノWS Wケ┌キヮマWミデ ;ゲ ヮ;ヴデ ラa デエキゲ ヮヴラテWIデく
ヵく Pヴラ┗キSW ;II┌ヴ;デW ゲI;ノW Sヴ;┘キミェゲ ラa デエW C┌ゲデラマWヴろゲ a;Iキノキデ┞ふキWゲぶ ;ゲ マ;┞ HW ヴWケ┌キヴWS aラヴ デエW W┝WI┌デキラミ ラa デエキゲ Sデ;デWマWミデ ラa Wラヴニく
ヶく Pヴラ┗キSW ;ノノ ゲデ;デキラミ I;Hノキミェが EデエWヴミWデ ヮ;デIエ IラヴSゲが ;SSキデキラミ;ノ ミWIWゲゲ;ヴ┞ ヮラ┘Wヴ IラヴSゲ ;ミS ;ミ┞ ラデエWヴ ミWIWゲゲ;ヴ┞ I;HノWゲ ┌ミノWゲゲ キミIノ┌SWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニ ラヴ ;ゲゲラIキ;デWS ヮヴラヮラゲ;ノふゲぶく
Αく Pヴラ┗キSW ノ;HラヴWヴゲ デラ マラ┗W a┌ヴミキデ┌ヴW ;ミS aキ┝デ┌ヴWゲ デエ;デ マ;┞ HW ヴWケ┌キヴWS ;ゲ ヮ;ヴデ ラa デエキゲ ヮヴラテWIデき Cラマヮ;ミ┞ ┘キノノ ミラデ マラ┗W ;ミ┞ a┌ヴミキデ┌ヴW ラヴ aキ┝デ┌ヴWゲく
Βく Pヴラ┗キSW ; マWWデキミェ ヮノ;IW ;ヮヮヴラヮヴキ;デW デラ デエW ゲキ┣W ラa デエW ;┌SキWミIW ;ミS IラミデWミデ ヮヴWゲWミデWS ふヴララマが a┌ヴミキデ┌ヴWが ゲW;デキミェが WデIくぶ aラヴ ;ノノ デヴ;キミキミェ ゲWゲゲキラミゲ ;ミSっラヴ ラデエWヴ ヮヴWゲWミデ;デキラミゲ デエ;デ ;ヴW デラ HW マ;SW H┞ デエW Cラマヮ;ミ┞く
Γく C┌ゲデラマWヴ ┌ミSWヴゲデ;ミSゲ ;ミS ;ェヴWWゲ デラ HW ゲラノWノ┞ ヴWゲヮラミゲキHノW デラ ┗Wヴキa┞ デエW ;II┌ヴ;I┞ ;ミS ヮヴラヮWヴ ラヮWヴ;デキラミ ラa ;ノノ WマWヴェWミI┞ デWノWIラマ ゲWヴ┗キIWゲ キミIノ┌Sキミェ Γヱヱが EΓヱヱ ラヴ CAMA デヴ┌ミニゲ ┘エWデエWヴ デエW ゲWヴ┗キIWゲ ┘WヴW キミゲデ;ノノWS ;ミSっラヴ Iラミaキェ┌ヴWS H┞ デエW Cラマヮ;ミ┞く

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW Γ ラa ヱヴ
ヱヰく Pヴラ┗キSW デWノWIラママ┌ミキI;デキラミゲ ヴWノ;┞ ヴ;Iニ Wケ┌キヮマWミデが キミIノ┌Sキミェ H┌デ ミラデ ノキマキデWS デラ デ┘ラどヮラゲデ ヴWノ;┞ ヴ;Iニゲが aラ┌ヴどヮラゲデ ヴWノ;┞ ヴ;Iニゲ ;ミSっラヴ ┘;ノノ マラ┌ミデWS ヴWノ;┞ ヴ;Iニゲ ラヴ I;HキミWデゲ ┘キデエ デエW IラヴヴWIデ キミデWヴキラヴ SキマWミゲキラミゲ デラ ;IIラママラS;デW ;ノノ Wケ┌キヮマWミデ aラヴ デエキゲ ヮヴラテWIデ ┌ミノWゲゲ キミIノ┌SWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa ┘ラヴニく S┌Iエ ヴWノ;┞ ヴ;Iニ Wケ┌キヮマWミデ ┘キノノ HW キミゲデ;ノノWS キミ ;IIラヴS;ミIW ┘キデエ ;ヮヮノキI;HノW ノラI;ノ H┌キノSキミェ IラSWゲ ヮヴキラヴ デラ デエW Cラマヮ;ミ┞ Wミェ;ェキミェ キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニ ;ミS ゲエ;ノノ HW WミェキミWWヴWS デラ ゲ┌ヮヮラヴデ デエW ┘Wキェエデ ラa ;ノノ キミゲデ;ノノWS Wケ┌キヮマWミデく Aノノ ヴWノ;┞ ヴ;Iニゲ ゲエラ┌ノS エ;┗W ;SWケ┌;デW ゲヮ;IW ;┗;キノ;HノW デラ ;IIラママラS;デW キミゲデ;ノノWS Wケ┌キヮマWミデく ヱヱく Ia ; エWキェエデ W┝IWWSキミェ デ┘Wノ┗W ふヱヲぶ aWWデ キゲ ヴWケ┌キヴWS デラ キミゲデ;ノノ ;ミ┞ Wケ┌キヮマWミデが ; ノキaデ ┘キノノ HW ヮヴラ┗キSWS H┞ デエW C┌ゲデラマWヴ ラヴ デエW Iラゲデ ラa ラHデ;キミキミェ ラミW ゲエ;ノノ HW キミ┗ラキIWS デラ デエW C┌ゲデラマWヴく ヱヲく UミノWゲゲ ラデエWヴ┘キゲW ゲヮWIキaキI;ノノ┞ ゲデ;デWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニが デエW C┌ゲデラマWヴ ゲエ;ノノ HW ヴWゲヮラミゲキHノW aラヴ ;ノノ ヴララa ;ミSっラヴ W┝デWヴキラヴ ┘;ノノ ヮWミWデヴ;デキラミゲく ヱンく UミノWゲゲ ラデエWヴ┘キゲW ゲヮWIキaキI;ノノ┞ ゲデ;デWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニが デエW C┌ゲデラマWヴ ゲエ;ノノ HW ヴWゲヮラミゲキHノW aラヴ デエW ヴWマラ┗;ノ ラa ;ミ┞ W┝キゲデキミェ IノラIニゲが HWノノゲが ゲ┌ヴ┗Wキノノ;ミIW I;マWヴ;ゲ ;ミSっラヴ ;ミ┞ ラデエWヴ Iラミデヴラノ ゲ┞ゲデWマゲ デエ;デ マ;┞ HW ヴWミSWヴWS ラHゲラノWデW ;ミSっラヴ キミラヮWヴ;HノW H┞ デエW IラマヮノWデキラミ ラa デエキゲ ヮヴラテWIデく
ヱヴく UミノWゲゲ ラデエWヴ┘キゲW ゲヮWIキaキI;ノノ┞ ゲデ;デWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニ ラヴ ;ゲゲラIキ;デWS ヮヴラヮラゲ;ノふゲぶが デエW C┌ゲデラマWヴ ゲエ;ノノ ヮヴラ┗キSW ;ノノ WノWIデヴキI;ノ IキヴI┌キデゲが UPSふWゲぶが PDUふゲぶ ;ミS HVAC ヴWケ┌キヴWS デラ ゲ┌ヮヮラヴデ ;Iデキ┗W WノWIデヴラミキI Wケ┌キヮマWミデ HWキミェ キミゲデ;ノノWS H┞ デエW Cラマヮ;ミ┞ ;ゲ ヮ;ヴデ ラa デエキゲ ヮヴラテWIデく ヱヵく Eミゲ┌ヴW デエW Wケ┌キヮマWミデ ノラI;デキラミ キゲ デWマヮWヴ;デ┌ヴW IラミデヴラノノWS ;ミS デエ;デ デエW ;マHキWミデ デWマヮWヴ;デ┌ヴW キゲ ┘キデエキミ ゲヮWIキaキI;デキラミ aラヴ ;ノノ キミゲデ;ノノWS Wケ┌キヮマWミデく
ヱヶく CララヴSキミ;デW キミゲデ;ノノ;デキラミ ゲIエWS┌ノWゲ ┘キデエ Cラマヮ;ミ┞き ;ノノ ┘ラヴニ ゲエ;ノノ HW ゲIエWS┌ノWS S┌ヴキミェ ミラヴマ;ノ H┌ゲキミWゲゲ エラ┌ヴゲく Ia ミラミどH┌ゲキミWゲゲ エラ┌ヴゲ ;ヴW ヴWケ┌キヴWS デラ IラマヮノWデW デエW ヮヴラテWIデ ふHW┞ラミS デエラゲW W┝ヮノキIキデノ┞ ノキゲデWS WノゲW┘エWヴW キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニぶが ラ┗WヴデキマW Iエ;ヴェWゲ ラa ヱくヵ┝ ゲデ;ミS;ヴS ヴ;デWゲ ┘キノノ HW Iエ;ヴェWS デラ デエW C┌ゲデラマWヴく Cエ;ミェWゲ デラ デエW ヮヴラテWIデ デキマWノキミW デエ;デ ;ヴW デエW ヴWゲ┌ノデ ラa ┘ラヴニが ラヴ ノ;Iニ デエWヴWラaが H┞ デエW C┌ゲデラマWヴ ;ミSっラヴ C┌ゲデラマWヴろゲ ;ェWミデゲ マ;┞ ヴWゲ┌ノデ キミ ;SSキデキラミ;ノ Iエ;ヴェWゲく ヱΑく Pヴラ┗キSW ;ミ ラミどゲキデW ;┌デエラヴキ┣WS C┌ゲデラマWヴ ヴWヮヴWゲWミデ;デキ┗W ;デ ;ノノ デキマWゲ ┘エWミ Cラマヮ;ミ┞ ゲデ;aa キゲ Wミェ;ェWS キミ ┘ラヴニ ;デ ; C┌ゲデラマWヴろゲ a;Iキノキデ┞ ;ミSっラヴ IラどノラI;デWS S;デ;IWミデWヴ ゲヮ;IWく TエW ラミどゲキデW C┌ゲデラマWヴ ヴWヮヴWゲWミデ;デキ┗W マ┌ゲデ HW ;HノW デラ ヮヴラ┗キSW ヮエ┞ゲキI;ノ ;IIWゲゲ デラ ;ノノ ;ヴW;ゲ ラa デエW a;Iキノキデ┞ふキWゲぶ ┘エキIエ ┘キノノ ヴWIWキ┗W キミゲデ;ノノWS Wケ┌キヮマWミデ ;ゲ ヮ;ヴデ ラa デエキゲ ヮヴラテWIデ キミIノ┌Sキミェ Sキゲ;Hノキミェ ;ミ┞ H┌ヴェノ;ヴ ;ノ;ヴマ ゲ┞ゲデWマふゲぶ ;ミSっラヴ ┌ミノラIニキミェ ;ミ┞ Sララヴゲく Pエ┞ゲキI;ノ ;IIWゲゲ ヴWゲデヴキIデキラミゲ Sヴ;マ;デキI;ノノ┞ ヴWS┌IW ┘ラヴニ WaaキIキWミI┞ ;ミS ┘キノノ ヴWゲ┌ノデ キミ ;SSキデキラミ;ノ Iラゲデゲ HWキミェ ;ゲゲWゲゲWS デラ デエW C┌ゲデラマWヴく ヱΒく Cラマヮ;ミ┞ ヴWゲWヴ┗Wゲ デエW ヴキェエデ デラ ;ゲゲWゲゲ ;SSキデキラミ;ノ Iエ;ミェW Iエ;ヴェWゲ デラ デエW C┌ゲデラマWヴ aラヴ キミSキヴWIデ W┝ヮWミゲWゲ S┌W デラ マキゲゲWS ;ヮヮラキミデマWミデゲく Tエキゲ キミIノ┌SWゲ デエW ;HゲWミIW ラa ;ミ ;┌デエラヴキ┣WS C┌ゲデラマWヴ ヴWヮヴWゲWミデ;デキ┗W S┌ヴキミェ ラミどゲキデW ┘ラヴニく TエWゲW マ;┞ ;ノゲラ キミIノ┌SW デエW ;ゲゲラIキ;デWS ゲデ;ミSH┞ デキマW aラヴ Cラマヮ;ミ┞ ヮWヴゲラミミWノが デヴ;┗Wノ デキマWっIラゲデゲ aラヴ ヴWデ┌ヴミ ┗キゲキデが ;ミSっラヴ ;SSキデキラミ;ノ Wケ┌キヮマWミデ ゲエキヮヮキミェ Iラゲデゲく

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW ヱヰ ラa ヱヴ
ヱΓく P;ヴデキIキヮ;デW キミ ; ヮWヴどゲキデW ;ミSっラヴ ヮWヴ IDFっMDF ケ┌;ノキデ┞ ;IIWヮデ;ミIW ヮヴラIWゲゲ ┘キデエ デエW Cラマヮ;ミ┞ろゲ PヴラテWIデ M;ミ;ェWヴ ラヴ Pヴ;IデキIW M;ミ;ェWヴ ;デ デエW IラミIノ┌ゲキラミ ラa デエW ヮヴラテWIデが ラヴ キミ デエW I;ゲW ラa ; マ┌ノデキど ヮエ;ゲW ヮヴラテWIデが ;デ デエW IラミIノ┌ゲキラミ ラa W;Iエ ヮエ;ゲWく
ヲヰく SIエWS┌ノWが IララヴSキミ;デWが ;ミS ミラデキa┞ WミS ┌ゲWヴゲ ラa ;ミ┞ ヮノ;ミミWS ミWデ┘ラヴニ ラヴ a;Iキノキデ┞ ゲWヴ┗キIW キミデWヴヴ┌ヮデキラミゲ ヴWケ┌キヴWS S┌ヴキミェ デエW W┝WI┌デキラミ ラa デエキゲ Sデ;デWマWミデ ラa Wラヴニく ヲヱく TエW C┌ゲデラマWヴ ゲエ;ノノが ;デ キデゲ ラ┘ミ Iラゲデ ;ミS W┝ヮWミゲWが ラHデ;キミ ;ノノ aWSWヴ;ノが ゲデ;デW ;ミS ノラI;ノ ェラ┗WヴミマWミデ;ノ ヮWヴマキデゲが ノキIWミゲWゲが ;ヮヮヴラ┗;ノゲ ;ミS ラデエWヴ ;┌デエラヴキ┣;デキラミゲ ヴWケ┌キヴWS ┘キデエ ヴWゲヮWIデ デラ ラヴ aラヴ デエW ヮWヴaラヴマ;ミIW ラa ;ミ┞ ラa デエW ┘ラヴニ ;デ キデゲ a;IキノキデキWゲく WエWミ デエW Cラマヮ;ミ┞ HWェキミゲ ┘ラヴニ ラミ ;ミ┞ Iラマヮ┌デWヴ ラヴ ラデエWヴ ゲ┞ゲデWマ ラa デエW C┌ゲデラマWヴが デエW C┌ゲデラマWヴ ゲエ;ノノ ヮヴラ┗キSW デエW Cラマヮ;ミ┞ ;ノノ ;ヮヮノキI;HノW ヮ;ゲゲ┘ラヴSゲ ;ミS ラデエWヴ キミaラヴマ;デキラミ ヴWケ┌キヴWS aラヴ デエW Cラマヮ;ミ┞ デラ ;IIWゲゲ ゲ┌Iエ ゲ┞ゲデWマゲ ;ミS ヮWヴaラヴマ ゲWヴ┗キIWゲ デエWヴWラミ ラヴ ┘キデエ ヴWゲヮWIデ デエWヴWデラく TエW a┌ヴミキゲエキミェ ラa ;ミ┞ ゲ┌Iエ ヮ;ゲゲ┘ラヴS ラヴ ラデエWヴ キミaラヴマ;デキラミ ゲエ;ノノ HW IラミIノ┌ゲキ┗Wノ┞ SWWマWS デラ キミIノ┌SW デエW ;┌デエラヴキ┣;デキラミ ;ミS ;ヮヮヴラ┗;ノ ラa ;ミ┞ aWSWヴ;ノが ゲデ;デW ラヴ ノラI;ノ ェラ┗WヴミマWミデ;ノ ;ェWミI┞ ラヴ ;┌デエラヴキデ┞ aラヴ デエW Cラマヮ;ミ┞ デラ ;IIWゲゲ ;ミS ┘ラヴニ ラミ デエW ゲ┞ゲデWマゲく
ヲヲく Nラデキa┞ デエW Cラマヮ;ミ┞ ラa ;ミ┞ SWaWIデゲ ┘キデエ デエW キミゲデ;ノノ;デキラミ ゲWヴ┗キIWゲ SWゲIヴキHWS エWヴWキミ ┘キデエキミ デエキヴデ┞ ふンヰぶ S;┞ゲ ;aデWヴ デエW S;デW ラa デエW ゲ┞ゲデWマ I┌デラ┗Wヴく Iミ デエW W┗Wミデ ラa マ┌ノデキヮノW I┌デラ┗Wヴ S;デWゲ ふWくェく マ┌ノデキどゲキデW SWヮノラ┞マWミデぶが ; デエキヴデ┞ ふンヰぶ S;┞ ヮWヴキラS ┘キノノ ;ヮヮノ┞ デラ デエW ゲWヴ┗キIWゲ ヮヴラ┗キSWS S┌ヴキミェ W;Iエ キミSキ┗キS┌;ノ I┌デラ┗Wヴく Aミ┞ SWaWIデゲ ヴWヮラヴデWS H┞ デエW C┌ゲデラマWヴ デラ デエW Cラマヮ;ミ┞ HW┞ラミS デエキヴデ┞ ふンヰぶ S;┞ゲ ;aデWヴ デエW IラミIノ┌ゲキラミ ラa デエキゲ ヮヴラテWIデ ┘キノノ HW SWWマWS デラ HW ; ゲWヮ;ヴ;デW ┘ラヴニ Waaラヴデ ラ┌デゲキSW ラa デエキゲ Sデ;デWマWミデ ラa Wラヴニ ;ミS ┘キノノ HW ┌ミSWヴデ;ニWミ ;デ デエW SキヴWIデキラミ ラa デエW C┌ゲデラマWヴ aラヴ ;SSキデキラミ;ノ Iラゲデく
ヲンく E┝WI┌デW Iエ;ミェWゲ デラ ;ミ┞ W┝キゲデキミェ IT ラヴ a;Iキノキデ┞ ゲ┞ゲデWマ ┘エキIエ キゲ ミラデ ゲヮWIキaキI;ノノ┞ キミIノ┌SWS キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニ H┌デ ┘エキIエ マ;┞ HW ミWIWゲゲ;ヴ┞ aラヴ デエW ゲ┌IIWゲゲa┌ノ キマヮノWマWミデ;デキラミ デエWヴWラaく ヲヴく OヮデキIゲ ゲヮWIキaキWS ふキa ;ミ┞ぶ エ;┗W HWWミ ゲWノWIデWS H;ゲWS ラミ ;┗;キノ;HノW キミaラヴマ;デキラミ ;ミS ;ヴW ;ゲゲ┌マWS デラ マWWデ デエW Sキゲデ;ミIW ゲヮWIキaキI;デキラミゲ aラヴ ;ノノ aキHWヴ ゲヮ;ミふゲぶく ヲヵく Pヴラ┗キSW ;ノノ ゲWヴ┗Wヴ エ;ヴS┘;ヴW ;ミS ラヮWヴ;デキミェ ゲ┞ゲデWマ ノキIWミゲキミェ ミラデ ゲヮWIキaキI;ノノ┞ キミIノ┌SWS キミ デエキゲ Sデ;デWマWミデ ラa Wラヴニく
ヲヶく Pヴラ┗キSW ;ミ┞ ミWIWゲゲ;ヴ┞ Iヴラゲゲ IラミミWIデゲ ;ミSっラヴ SWマ;ヴI W┝デWミゲキラミゲ aラヴ ;ノノ デWノWIラマ ゲWヴ┗キIWゲ デエ;デ マ;┞ HW ミWIWゲゲ;ヴ┞ aラヴ デエキゲ ヮヴラテWIデく TエW C┌ゲデラマWヴ ┘キノノ HW ヴWゲヮラミゲキHノW aラヴ ;ミ┞ ;SSキデキラミ;ノ aWWゲ ヴWゲ┌ノデキミェ デエWヴWaヴラマく C┌ゲデラマWヴ マ;┞ ラヮデキラミ;ノノ┞ ヴWケ┌Wゲデ Cラマヮ;ミ┞ デラ ;Iデ ;ゲ デエW C┌ゲデラマWヴげゲ ;┌デエラヴキ┣WS ;ェWミデ デラ IラマヮノWデW デエキゲ ┘ラヴニ ;デ ;ミ ;SSキデキラミ;ノ Iラゲデく ヲΑく OヴSWヴ ;ミSっラヴ ;Iデキ┗;デW ;ミ┞ ミWIWゲゲ;ヴ┞ デWノWIラマ ゲWヴ┗キIWゲ ;ミSっラヴ aW;デ┌ヴWゲ デエ;デ マ;┞ HW ミWIWゲゲ;ヴ┞ aラヴ デエキゲ ヮヴラテWIデく C┌ゲデラマWヴ ┌ミSWヴゲデ;ミSゲ ;ミS ;ェヴWWゲ デエ;デ デエW┞ ┘キノノ HW ゲラノWノ┞ ;ミS IラマヮノWデWノ┞ ヴWゲヮラミゲキHノW aラヴ デエW ラヴSWヴ ;ミSっラヴ ;Iデキ┗;デキラミ ラa ;ミ┞ デWノWIラマ ゲWヴ┗キIWゲ キミIノ┌Sキミェ H┌デ ミラデ ノキマキデWS デラ EΓヱヱく C┌ゲデラマWヴ マ;┞ ラヮデキラミ;ノノ┞ ヴWケ┌Wゲデ Cラマヮ;ミ┞ デラ ;Iデ ;ゲ デエW C┌ゲデラマWヴげゲ ;┌デエラヴキ┣WS ;ェWミデ デラ IラマヮノWデW デエキゲ ┘ラヴニ ;デ ;ミ ;SSキデキラミ;ノ Iラゲデく
ヲΒく Pヴラ┗キSW IラヮキWゲ ラa ;ノノ W┝キゲデキミェ ミWデ┘ラヴニ ;ミS ヴWノ;デWS SラI┌マWミデ;デキラミ キミIノ┌Sキミェ H┌デ ミラデ ノキマキデWS デラ Sキ;ェヴ;マゲが デWマヮノ;デWゲが SラI┌マWミデゲが ゲヮヴW;SゲエWWデゲが キミ┗ラキIWゲが ノキIWミゲWゲ ;ミS S;デ;H;ゲWゲく

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW ヱヱ ラa ヱヴ
ヲΓく Pヴラ┗キSW ; ノキゲデ ラa ;ノノ IT ゲWヴ┗キIWゲ ;ミSっラヴ ;ヮヮノキI;デキラミゲ デエ;デ ┘キノノ HW キミIノ┌SWS キミ デエW ヮヴラテWIデ デWゲデ ヮノ;ミ キミIノ┌Sキミェ デエW aラノノラ┘キミェ キミaラヴマ;デキラミぎ
;く Wエ;デ キゲ デエW ;ヮヮノキI;デキラミ ラヴ ゲWヴ┗キIWい
Hく Hラ┘ キゲ キデ ┌ゲWS H┞ デエW ラヴェ;ミキ┣;デキラミ ふラヴ ┌ゲWヴゲぶい
Iく Wエ;デ キゲ デエW H┌ゲキミWゲゲ キマヮ;Iデ ラa デエW ;ヮヮノキI;デキラミ ラヴ ゲWヴ┗キIWい C┌ゲデラマWヴ ┘キノノ ヮヴラ┗キSW ; ノキゲデ ラa ;ノノ ;ヮヮノキI;デキラミゲ ;ミS ゲWヴ┗キIWゲ キミ デエW Wミ┗キヴラミマWミデき キデWマゲ ┘キノノ HW ノキゲデWS キミ ラヴSWヴ ラa デエW ェヴW;デWゲデ H┌ゲキミWゲゲ キマヮ;Iデく
Sく Wエラ キゲ デエW ;ヮヮノキI;デキラミ ラヴ ゲWヴ┗キIW ラ┘ミWヴい Wエ;デ キゲ デエWキヴ Iラミデ;Iデ キミaラヴマ;デキラミい Wく Hラ┘ キゲ デエW ;ヮヮノキI;デキラミ ラヴ ゲWヴ┗キIW デWゲデWSい Eくェく ┌ゲキミェ ; ┘WH Hヴラ┘ゲWヴが FTPが ノラェキミ IヴWSWミデキ;ノゲが ゲヮWIキ;ノ ゲラaデ┘;ヴW ヴWケ┌キヴWSが WデIく
aく Wエ;デ キゲ デエW W┝ヮWIデWS ヴWゲ┌ノデ ラa デエW ;ヮヮノキI;デキラミ デWゲデゲい Eくェく ヴ┌ミ ; ヴWヮラヴデが Iラママ;ミS ラ┌デヮ┌デが W┝WI┌デW ヮ;┞マWミデ デヴ;ミゲ;Iデキラミが WデIくき ヮヴラ┗キSW ; ゲ;マヮノW aラヴ W;Iエ W┝ヮWIデWS ヴWゲ┌ノデく ェく DラWゲ デエW ;ヮヮノキI;デキラミ ラヴ ゲWヴ┗キIW エ;┗W ;ミ┞ SWヮWミSWミIキWゲ ラミ ラデエWヴ IT ゲWヴ┗キIWゲ ラヴ ;ヮヮノキI;デキラミゲい Eくェく AIデキ┗W DキヴWIデラヴ┞が ゲデラヴ;ェW ゲ┌Hゲ┞ゲデWマふゲぶが VMW;ヴWが RADIUSが S;デ;H;ゲW ゲWヴ┗Wヴふゲぶが WデIく
エく DラWゲ デエW ;ヮヮノキI;デキラミ ラヴ ゲWヴ┗キIW エ;┗W ;ミ┞ ゲヮWIキ;ノ ミWデ┘ラヴニ キミaヴ;ゲデヴ┌Iデ┌ヴW ヴWケ┌キヴWマWミデゲい Eくェく テ┌マHラ aヴ;マWゲが MTUが ALCゲが aキヴW┘;ノノ Iラミaキェ┌ヴ;デキラミが WデIくい ンヰく Ia C┌ゲデラマWヴ キゲ ヮヴラ┗キSキミェ ヮ;デIエ IラヴSゲ ラヴ ヮラ┘Wヴ IラヴSゲ aラヴ キミゲデ;ノノ;デキラミ ;ゲ ヮ;ヴデ ラa デエキゲ Sデ;デWマWミデ ラa Wラヴニが I┌ゲデラマWヴ ┘キノノ HW ヴWゲヮラミゲキHノW aラヴ ヴWマラ┗キミェ ヮ;デIエ IラヴSゲが ラヴ ヮラ┘Wヴ IラヴSゲが aヴラマ ;ノノ ヮ;Iニ;ェキミェ ;ミS さデ┘キゲデどデキWゲざく

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW ヱヲ ラa ヱヴ
Sデ;デWマWミデ ラa Wラヴニ AェヴWWマWミデ
D;デWぎ ぱぱぱぱぱぱぱぱぱぱぱぱぱ
I ;┌デエラヴキ┣W デエW aラヴWェラキミェ Sデ;デWマWミデ ラa Wラヴニ aラヴ Pヴラヮラゲ;ノゲ センΒヴヶンが ┗Wヴゲキラミ ヲが S;デWS Nラ┗WマHWヴ ヲヴデエが ヲヰヲヵ ;ミS SキヴWIデ デエW Cラマヮ;ミ┞ デラ キママWSキ;デWノ┞ HWェキミ デエW a┌ノaキノマWミデ デエWヴWラaく IN WHITNESS WHEREOFが デエW S┌ノ┞ ;┌デエラヴキ┣WS ヴWヮヴWゲWミデ;デキ┗Wゲ ラa デエW ヮ;ヴデキWゲ エWヴWデラ エ;┗W I;┌ゲWS デエキゲ Sデ;デWマWミデ ラa Wラヴニ デラ HW a┌ノノ┞ W┝WI┌デWSく
さCUSTOMERざ さCOMPANYざ
Cキデ┞ ラa T┌ヴノラIニ
Pヴキミデ N;マWぎ ぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
TキデノWぎ ぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
Sキェミ;デ┌ヴWぎ ぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
DW┗WノラヮマWミデ Gヴラ┌ヮが IミIく
B┞ぎ ぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
GヴWェ Dヴ;ニW
DキヴWIデラヴ ラa SWヴ┗キIWゲ

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW ヱン ラa ヱヴ
PヴラテWIデ Cエ;ミェW RWケ┌Wゲデ Fラヴマ ふS;マヮノWぶ
D;デWぎ ぱぱぱぱぱぱぱぱぱぱぱぱぱ
Iミ ヴWaWヴWミIW デラ デエW ぷCONTRACT DOCUMENTへ W┝WI┌デWS HWデ┘WWミ DW┗WノラヮマWミデ Gヴラ┌ヮが IミIくが ふデエW さCラマヮ;ミ┞ざぶが ;ミS ぷCUSTOMER NAMEへが ふデエW さC┌ゲデラマWヴざぶ ヴWェ;ヴSキミェ PヴラテWIデ ぷPROJECT NAMEっNUMBERへが Hラデエ ヮ;ヴデキWゲ エWヴWH┞ IWヴデキa┞が H┞ デエW ゲキェミ;デ┌ヴW ラa ;ミ ;┌デエラヴキ┣WS ヴWヮヴWゲWミデ;デキ┗Wが デエキゲ Cエ;ミェW RWケ┌Wゲデ Fラヴマ ┘キノノ ;マWミS ;ミS HW a┌ノノ┞ キミIラヴヮラヴ;デWS キミデラ デエW W┝キゲデキミェ Sデ;デWマWミデ ラa Wラヴニ ふSラWぶが ┗Wヴゲキラミ ぷVERSION NUMBERへが S;デWS ぷISSUE DATEへく
ヱく Cエ;ミェW ヴWケ┌Wゲデ ミ┌マHWヴ aラヴ デエキゲ ヮヴラテWIデぎ
ヲく RW;ゲラミ aラヴ デエキゲ Cエ;ミェW RWケ┌Wゲデぎ
ンく DWゲIヴキヮデキラミ ラa Iエ;ミェWゲ デラ デエW SラWぎ
ヴく PヴラテWIデ ゲIエWS┌ノW キマヮ;Iデぎ
ヵく PヴラテWIデ Iラゲデ キマヮ;Iデぎ
ヶく P┌ヴIエ;ゲW ラヴSWヴ キゲゲ┌;ミIW ふキa ;ヮヮノキI;HノWぶぎ C┌ゲデラマWヴ ゲエ;ノノ キゲゲ┌W ; ┘ヴキデデWミ P┌ヴIエ;ゲW OヴSWヴ デラ Cラマヮ;ミ┞ ラヴ ゲエ;ノノ キゲゲ┌W ;ミ ;マWミSマWミデ デラ キデゲ ラヴキェキミ;ノ P┌ヴIエ;ゲW OヴSWヴ ヮWヴデ;キミキミェ デラ デエキゲ SラW aラヴ デエW デラデ;ノ ;マラ┌ミデ ラa ぷAMOUNT INCLUDING THIS CRへく
E┝IWヮデ ;ゲ Iエ;ミェWS エWヴWキミが ;ノノ デWヴマゲ ;ミS IラミSキデキラミゲ ラa デエW SラW ヴWマ;キミ キミ a┌ノノ aラヴIW ;ミS WaaWIデく IN WITNESS WHEREOFが デエW S┌ノ┞ ;┌デエラヴキ┣WS ヴWヮヴWゲWミデ;デキ┗W ラa デエW ヮ;ヴデキWゲ エWヴWデラ エ;┗W I;┌ゲWS デエキゲ Cエ;ミェW RWケ┌Wゲデ デラ HW a┌ノノ┞ W┝WI┌デWSく
さCUSTOMERざ さCOMPANYざ
C┌ゲデラマWヴ N;マW
Pヴキミデ N;マWぎ ぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
Sキェミ;デ┌ヴWぎ ぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
DW┗WノラヮマWミデ Gヴラ┌ヮが IミIく
B┞ぎ ぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
D;ミキWノ LラIニ┘ララS
PヴWゲキSWミデ

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Pヴラヮラゲ;ノ センΒヴヶン P;ェW ヱヴ ラa ヱヴ
Wラヴニ AIIWヮデ;ミIW CWヴデキaキI;デキラミ ふS;マヮノWぶ
D;デWぎ ぱぱぱぱぱぱぱぱぱぱぱ
PヴラテWIデ N;マWぎ
PヴラテWIデ N┌マHWヴぎ セセセセ
PヴラテWIデ M;ミ;ェWヴぎ
C┌ゲデラマWヴぎ
DWゲIヴキヮデキラミ ラa デエW ┘ラヴニ IラマヮノWデWSぎ
PヴラテWIデ IラマヮノWデW Pエ;ゲW IラマヮノWデW M;テラヴ SWノキ┗Wヴ;HノW IラマヮノWデW Iミ ヴWaWヴWミIW デラ デエW さM;ゲデWヴ SWヴ┗キIW AェヴWWマWミデざ W┝WI┌デWS HWデ┘WWミ DW┗WノラヮマWミデ Gヴラ┌ヮが IミIくが デエW ふさCラマヮ;ミ┞ざぶが ;ミS ぷCUSTOMER NAMEへが デエW ふさC┌ゲデラマWヴざぶが Hラデエ ヮ;ヴデキWゲ エWヴWH┞ IWヴデキa┞が H┞ デエW ゲキェミ;デ┌ヴW ラa ;ミ ;┌デエラヴキ┣WS ヴWヮヴWゲWミデ;デキ┗Wが デエ;デ デエキゲ ヮヴラテWIデが ヮヴラテWIデ ヮエ;ゲWが ラヴ マ;テラヴ SWノキ┗Wヴ;HノW マWWデゲ ラヴ W┝IWWSゲ デエW ;ェヴWWSど┌ヮラミ ヮWヴaラヴマ;ミIW ゲデ;ミS;ヴSゲ aラヴ ゲIラヮWが ケ┌;ノキデ┞が ゲIエWS┌ノW ;ミS Iラゲデく TエW C┌ゲデラマWヴ a┌ヴデエWヴ ;ェヴWWゲ デエ;デ SラI┌マWミデ;デキラミ aラヴ ;ノノ ヴWノW┗;ミデ ゲWI┌ヴキデ┞が ノWェ;ノ ;ミS ヴWェ┌ノ;デラヴ┞ ヴWケ┌キヴWマWミデゲ エ;┗W HWWミ a┌ヴミキゲエWS H┞ デエW Cラマヮ;ミ┞ ;ミSっラヴ エ;┗W HWWミ ヴW┗キW┘WS H┞ デエW C┌ゲデラマWヴく
ASSキデキラミ;ノ ヴWマ;ヴニゲぎ
IN WITNESS WHEREOFが デエW S┌ノ┞ ;┌デエラヴキ┣WS ヴWヮヴWゲWミデ;デキ┗Wゲ ラa デエW ヮ;ヴデキWゲ エWヴWデラ エ;┗W I;┌ゲWS デエキゲ Wラヴニ AIIWヮデ;ミIW CWヴデキaキI;デキラミ デラ HW a┌ノノ┞ W┝WI┌デWSく
さCUSTOMERざ
Pヴキミデ N;マWぎぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
Sキェミ;デ┌ヴWぎぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
さCOMPANYざ
DW┗WノラヮマWミデ Gヴラ┌ヮが IミIく
ぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱぱ
D;ミキWノ LラIニ┘ララS
PヴWゲキSWミデ

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City Council Staff Report
January 13, 2026
From: Jason Hedden, Police Chief
Prepared by: Amanda Fortado, Support Operations Manager Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Authorizing an Agreement with KAM Technologies DBA Crossroads Software Inc. for police collision reporting software in an amount not to exceed $80,000 over three years and appropriating $35,000 to fund 206 "Traffic Safety" for initial payment

2. NARRATIVE:

In 2023, Turlock Police Department did a Request for Proposal soliciting bids for the purchase of a new ticket writing system, where Crossroads Software Inc., was awarded the bid for the purchase and maintenance of the ticket wiring system. In the past year, Staff became aware that Crossroads also has a collision report writing application. Currently, staff uses Central Square to write collision reports. However, this is not effective because Central Square will not allow for modifications of their collision template, creating inefficiencies in completing the reports as well as during the supervisor review process.

The Crossroads application has a multitude of benefits, including the use of the application on both mobile devices and desktop computers, allowing officers to write and review reports, and supervisors to approve collision reports within the application. Officers can obtain information by scanning barcodes from driver's licenses and vehicle registration paperwork, reducing time spent hand entering and decreasing entry mistakes. Multiple users can work on the same collision report simultaneously, helping decrease the overall time spent processing a traffic collision report. Additionally, it clearly organizes important information, ensuring fields are not left empty, resulting in reports that are completed in a more timely manner and with greater accuracy. The system’s configurable drop-down menus and validation rules ensure reports are completed correctly, reducing the amount of review time needed by a supervisor. In turn, this helps shorten the time citizens wait to receive a copy of their collision report. Crossroads automatically submits the required data to the state and ensures reports contain all necessary information.

There is funding available in the general fund ticket writer account and the remaining funding is available in the traffic safety non-general fund account. Annual maintenance of both the ticket writer and collision reporting will be combined and maintained as one agreement.

3. FISCAL IMPACT / BUDGET AMENDMENT:

The annual cost will be funded from Fund 110 “General Fund” account 110-20- 210.43060_036 “Contract Services Ticket Writers” and has an estimated cost of $8,000 each year. Whereas, the initial one-time setup cost will be funded in Funds 206 “Traffic Safety” account 206-20-441.44030_000 “Minor Equipment Miscellaneous” at an estimated cost of $35,000.

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Agenda Staff Report
1/13/2026
The fiscal year 2025-26 annual cost has been accounted for in the current budget but the setup cost in Fund 206 “Traffic Safety” account 206-20-441.44030_000 “Minor Equipment Miscellaneous” does require an appropriation of $35,000. There are appropriate reserves with this fund for this request.

4. ENVIRONMENTAL DETERMINATION:

This action is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) of the CEQA guidelines. This action consists of “organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment” and therefore is not considered a project.

5. ATTACHMENTS:

1. Crossroads Resolution 2026

2. Contract 2026-106 KAM Technologies DBA Crossroads Service Agreement

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

WHEREAS, the Turlock Police Department has been utilizing Crossroads ticket writing software since April 2023 with success and recognizes the improved efficiency of expanding our services to include collision reporting software; and WHEREAS, the Crossroad software applications create time efficiency and greater accuracy in reviewing and approving traffic tickets and collision reports which reduces the time courts and citizens wait on tickets and reports; and WHEREAS, the Police Department has appropriated funding for Crossroads in account 110-20-210.43060_036 “Contract Services Ticket Writers” for the annual estimated cost of $8,000 and is requesting an appropriation of funds to account 206-20-441.44030-00 “Minor Equipment Miscellaneous” for the initial one-time setup cost of an estimated $35,000; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby authorize an agreement with KAM Technologies DBA Crossroads Software Inc., in amount not to exceed $80,000 over three years and appropriating $35,000 to fund 206 “Traffic Safety” for initial payment.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 13th day of January, 2026, by the following vote:

AYES: ( )
NOES: ( )
NOT PARTICIPATING: ( )
ABSENT: ( )
ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California
}
}
}
}
}
}
}
}
}
IN THE MATTER OF AUTHORIZING AN RESOLUTION NO. 2026-XXX

AGREEMENT WITH KAM TECHNOLOGIES

DBA CROSSROADS INC, FOR POLICE

COLLISION REPORTING SOFTWARE IN
THE AMOUNT NOT TO EXCEED $80,000

OVER THREE YEARS AND
APPROPRIATING $35,000 TO FUND 206
“TRAFFIC SAFETY” FOR INITIAL

PAYMENT
___________________________________

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CITY CONTRACT NO. 2026-106 1
{VERSION 2025}
10/2025

SERVICE PROVIDER AGREEMENT BETWEEN THE CITY OF TURLOCK
and
KAM SOFTWARE TECHNOLOGIES DBA CROSSROADS SOFTWARE INC.
for

SOFTWARE SERVICES
City Contract No. 2026-106
THIS SERVICE PROVIDER AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“City”), and KAM TECHNOLOGIES DBA CROSSROADS SOFTWARE INC., a California corporation (“Service Provider”), on this 1st day of February 2026 (the “Effective Date”). City and Service Provider may be collectively referred to herein as the “Parties” or individually as “Party.” There are no other parties to this Agreement.

RECITALS
A. City seeks to hire an independent contractor to perform Service Provider servicesto assist City with the purchase of Crossroad Report Writer and the maintenance and support of Crossroads Report Writer and Crossroads eCite (the “Project”).

B. Service Provider has made a proposal to City to provide such Service Provider services. A description of the services Service Provider proposes to provide is included in the Scope of Services in Exhibit A attached hereto and incorporated herein by reference (“Services”).

City desires to retain Service Provider to perform the Services, subject to the terms and conditions set forth in this Agreement.

C. The Parties have outlined the schedule or timeline for providing the Services (“Completion Schedule”), which shall be included in the Scope of Services in Exhibit A.

D. The Parties have outlined the rates and method of payment to Service Provider for its performance of the Services under this Agreement (“Compensation Schedule”), which shall be included in the Scope of Services in Exhibit A.

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CITY CONTRACT NO. 2026-106 2
{VERSION 2025}
10/2025
NOW, THEREFORE, in consideration of the promises and covenants set forth below, the Parties agree as follows:

AGREEMENT

1. Recitals. The recitals set forth above (“Recitals”) are true and correct and are hereby incorporated into and made part of this Agreement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 52 of this Agreement, Sections 1 through 52 shall prevail

2. Term. The term of this Agreement shall be three (3) year(s) and will commence on the Effective Date and terminate on the 31st day of January, 2029 (“Term”) unless the Parties mutually agree in writing to terminate the Agreement earlier or extend the Term pursuant to this Agreement.

3. Extension of Agreement. [Intentionally Omitted]

4. Effective Date. This Agreement shall only become effective once all of the Parties have executed the Agreement (the “Effective Date”).

5. Work.

5.1. Services. Subject to the terms and conditions set forth in this Agreement, Service Provider shall provide City the Services described in Exhibit A. Any request for Services not included in Exhibit A will be considered a request for additional or modified Services (“Modification” or “Modifications”). Service Provider shall not receive additional compensation for any Modification of the Services unless the Parties agree otherwise in a writing executed by both Parties.

5.2. City Requested Modification of Services. City may, by written order, authorize Modifications to the Services described in Exhibit A. If such Modifications cause an increase in the cost or time required for performance of Service Provider’s Services, the Parties shall enter into a written amendment to this Agreement to adjust the Services and the compensation to be paid to Service Provider and, if necessary, amend the Completion Schedule or Compensation Schedule.

The Services, Completion Schedule, or Compensation Schedule shall not be revised unless City and Service Provider mutually agree to a written amendment to this Agreement reflecting such revisions, additional compensation, time for performance or such other terms or conditions mutually agreed upon by the Parties.

5.3. Service Provider Requested Modification in Services. Service Provider shall not be compensated for work outside the Services described in this Agreement, unless, prior to the commencement of the Services:
(a) Service Provider provides City with written notice that specific work requested by City or required to complete the Project is outside the agreed upon Services. Such notice shall: (1) be supported by substantial evidence that the work is outside the Services; (2) set

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CITY CONTRACT NO. 2026-106 3
{VERSION 2025}
10/2025
forth the Service Provider’s proposed course of action for completing the work and a specific request for City to approve the Modification to the Services; (3) set forth the Service Provider’s proposed revisions, if any, to the Completion Schedule; and (4) set forth the Service Provider’s proposed revisions, if any, to the Compensation Schedule; and (b) City agrees that the work requires a Modification;
(c) City approves all adjustments, if any, to the Completion Schedule and Compensation Schedule.

6. Compensation.

6.1. Amount, Time and Manner of Payment for Service Provider Services. City shall pay Service Provider according to the rates and timing set forth in the Compensation Schedule. On each anniversary date of the Effective Date, Service Provider will be allowed to increase prices with thirty (30) days’ written notice to City. Increases may not exceed increases in the San Francisco-Oakland Consumer Price Index for all urban consumers or percentage increases in Service Provider’s published prices, whichever is lower. In all cases, City may cancel this Agreement if a requested price increase is not acceptable. City’s total compensation to Service Provider shall not exceed Eighty Thousand and No/100ths Dollars ($80,000) (“Maximum Payment”), unless the Parties mutually agree in writing otherwise.

6.2. Deposit. [Intentionally Omitted]

6.3. Subsequent Payments. City shall make monthly payments in the amount invoiced by Service Provider within thirty (30) calendar days of receiving such invoice. In the event that an amount of an invoice is in dispute, City shall inform Service Provider of the amount and basis for the dispute and may withhold the amount which is in dispute until the dispute has been resolved.

6.4. Invoices. Service Provider shall provide City with monthly invoices sufficiently evidencing Service Provider’s expenses and completion of the Services. All invoices furnished to City by Service Provider shall be in a form approved by City. The payments specified shall be the only payments made to Service Provider for performance of the Services, including compensation for any Modification. Service Provider shall submit all billings for Services to City within fortyfive (45) days of the performance of such Services. City shall issue payment according to City’s customary procedures and practices for issuing payments to independent contractors.

7. Notice to Proceed. Service Provider shall not commence the performance of the Services until it has been given notice by City (“Notice to Proceed”).

8. Time of Performance. Service Provider warrants that it will commence performance of the Services within ten (10) calendar day(s) of the date the agreement was executed and shall conform to the Completion Schedule. The time of performance is a material term of this Agreement relied on by City in entering into this Agreement.

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CITY CONTRACT NO. 2026-106 4
{VERSION 2025}
10/2025

9. City Assistance to Service Provider. [Intentionally Omitted]

10. Time and Personnel Devoted to Services. Service Provider shall devote such time and personnel to the performance of this Agreement, as is necessary to perform the Services in compliance with the Completion Schedule, Compensation Schedule, and this Agreement.

11. Performance by Qualified Personnel; No Subcontracting. Services under this Agreement shall be performed only by competent personnel under the supervision and direct employment of Service Provider. Service Provider will conform with City’s reasonable requests regarding assignment of personnel, but all personnel, including those assigned at City’s request, shall be supervised by Service Provider. Service Provider is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is expressly approved by City in writing.

Neither Party shall, on the basis of this Agreement, contract on behalf of, or in the name of the other Party. An agreement made in violation of this provision shall confer no rights on any Party and shall be null and void.

12. Representations of Service Provider. City relies upon the following representations by Service Provider in entering into this Agreement:

12.1. Qualifications. Service Provider represents that it is qualified to perform the Services provided in Exhibit A and that it possesses the necessary licenses and permits required to perform the Services or will obtain such licenses or permits prior to the time such licenses or permits are required. Service Provider shall also ensure that all subcontractors are similarly licensed and qualified. Service Provider and all subcontractors shall also obtain a business license from City before they commence performance of the Services. Service Provider represents and warrants to City that Service Provider shall, at Service Provider's sole cost and expense, keep in effect or obtain at all times during the Term of this Agreement, any licenses, permits, and approvals which are legally required for Service Provider to practice Service Provider's profession at the time the Services are rendered.

12.2. Service Provider Performance. Service Provider represents that all Services under this Agreement shall be performed in a professional manner and shall conform to the customs and standards of practice observed on similar, successfully completed projects by providers of the Services to be provided. Service Provider shall adhere to accepted Service Provider standards as set forth by relevant Service Provider associations and shall perform all Services required under this Agreement in a manner consistent with generally accepted Service Provider customs, procedures and standards for such Services. Service Provider agrees that, if a Service is not so performed, in addition to all of its obligations under this Agreement and at law, Service Provider shall re-perform or replace unsatisfactory Service at no additional expense to City.

12.3. No Waiver of Claims. The granting of any progress payment by City, or the receipt thereof by Service Provider, or any inspection, review, approval or oral statement by any representative of City, or state certification shall not, in any way, waive, limit, or replace any certification or approval procedures normally required or lessen the liability of Service Provider

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to re-perform or replace unsatisfactory Service, including, but not limited to, cases where the unsatisfactory character of such Service may not have been apparent or detected at the time of such payment, inspection, review or approval.

12.4. City’s Remedies are Cumulative. Nothing in this Section shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Service Provider may have under this Agreement or any applicable law. All rights and remedies of City, whether under this Agreement or applicable law, shall be cumulative.

12.5. No Conflict of Interest. Service Provider represents that no conflict of interest will be created under state or federal law by entering into or in carrying out this Agreement.

13. Conformity with Law and Safety. Service Provider shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal and local governing bodies having jurisdiction over any or all of the scope of Services, including all provisions of the Occupational Safety and Health Act of 1979 as amended, all California Occupational Safety and Health Regulations, the California Building Code, the Americans with Disabilities Act, any copyright, patent, or trademark law, and all other applicable federal, state, municipal and local safety regulations, appropriate trade association safety standards, and appropriate equipment manufacturer instructions. All Services performed by Service Provider must be in accordance with these laws, ordinances, codes and regulations. Service Provider’s failure to comply with any laws, ordinances, codes, or regulations applicable to the performance of the Services hereunder shall constitute a breach of contract. In cases where standards conflict, the standard providing the highest degree of protection shall prevail.

If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Agreement, Service Provider shall immediately notify City's risk manager by telephone. If any accident occurs in connection with this Agreement, Service Provider shall promptly submit a written report to City, in such form as City may require. This report shall include the following information: (a) name and address of the injured or deceased person(s); (b) name and address of Service Provider's subcontractor, if any; (c) name and address of Service Provider's liability insurance carrier; and (d) a detailed description of the accident, including whether any of City's equipment, tools or materials were involved.

If a release of a hazardous material, substance, or waste occurs in connection with the performance of this Agreement, Service Provider shall immediately notify City. Service Provider shall not store hazardous materials or hazardous waste within City limits without a proper permit from City.

14. Confidentiality. Service Provider understands and agrees that, in the performance of Services under this Agreement or in the contemplation thereof, Service Provider may have access to private or confidential information that may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City (“Confidential Information”).

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Service Provider shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Service Provider written authorization to make any such disclosure, Service Provider shall do so only within the limits and to the extent of that authorization. Service Provider may be directed or advised by the City Attorney on various matters relating to the performance of the Services on the Project or on other matters pertaining to the Project and, in such event, Service Provider agrees that it will treat all communications between itself, its employees and its subcontractors as being communications which are within the attorney-client privilege.

Notwithstanding the foregoing, Service Provider may disclose Confidential Information required to be disclosed under law, provided that, prior to disclosure, Service Provider shall first give notice to City and make a reasonable effort to obtain a protective order requiring that City’s Confidential Information not be disclosed. This exception is limited to the extent disclosure is required under law.

15. Excusable Delays; Notice to Other Party of Delay. Service Provider shall not be in breach of this Agreement in the event that performance of Services is temporarily interrupted or discontinued due to a “Force Majeure” event which is defined as: riots, wars, sabotage, civil disturbances, insurrections, explosion, natural disasters such as floods, earthquakes, landslides, fires, strikes, lockouts and other labor disturbances or other catastrophic events, which are beyond the reasonable control of Service Provider. Force Majeure does not include: (a) Service Provider’s financial inability to perform; (b) Service Provider’s failure to obtain any necessary permits or licenses from other governmental agencies; or (c) Service Provider’s failure to obtain the right to use the facilities of any public utility where such failure is due solely to the acts or omissions of the Service Provider.

16. Assignment Prohibited. No Party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempt or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

17. Suspension of Services by City. City reserves the right to suspend Service Provider's Services under this Agreement when City determines that it is necessary to do so. When possible, City shall give Service Provider notice of such suspension and Service Provider shall, upon receipt of said notice, suspend all Services except any Services, the completion of which is authorized by the notice given by City. If the Services are suspended by City for more than sixty (60) consecutive days, for reasons other than the fault of the Service Provider, the Service Provider shall be compensated for Services performed prior to notice of such suspension. When the Project is resumed, the Service Provider's compensation shall be equitably adjusted by City to provide for expenses incurred by the interruption of the Services. In this regard, Service Provider shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Service Provider during the period when Services were suspended.

If the Parties are unable to agree upon the amount of extra compensation which is due to Service Provider within thirty (30) days of Service Provider resuming Services, the amount of such

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additional compensation, if any, that is required to appropriately compensate the Service Provider for its expenses incurred by the interruption of Services may, upon the request of either Party, be determined by arbitration conducted in accordance with the “Arbitration of Disputes” section of this Agreement. Such arbitration shall be commenced by the Service Provider no later than sixty (60) calendar days following the event which entitles the Parties to pursue arbitration unless the Parties agree in writing to an extended time period for commencement of arbitration. Unless otherwise agreed in writing, all Parties shall carry on the Services and perform their duties during any arbitration proceedings, and City shall continue to make payments for the Services in progress as required by this Agreement.

18. Ownership of Work Product. Any and all work, artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports, designs, specifications, drawings, diagrams, surveys, source codes, Service Provider or technical information or data, photographs, notes, letters, emails or any original works of authorship created by Service Provider or its subcontractors or subcontractors in connection with Services performed under this Agreement (“Products”) shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of City. In the event it is ever determined that any Product created by Service Provider or its subcontractors, or subcontractors under this Agreement, are not works for hire under U.S. law, Service Provider hereby assigns all copyrights to such Products to City. With the prior written approval of City's point of contact for the Project, Service Provider may retain and use copies of such Products for reference and as documentation of its experience and capabilities.

All Products shall become the property of City irrespective of where located or stored, and Service Provider agrees to deliver all such documents and information to City, without charge and in whatever form it exists, on the completion of the Service Provider's Services hereunder. Service Provider shall have no ownership interest in such Products.

All work product of Service Provider under this Agreement, including written information which City will cause to be distributed for either internal or public circulation, including both preliminary and final drafts, shall be delivered to City in both printed and electronic form, or as may be specified in Exhibit A.

When this Agreement is terminated, Service Provider agrees to return to City all documents, drawings, photographs and other written or graphic material, however produced, that it received from City, its contractors or agents, in connection with the performance of its Services under this Agreement. All materials shall be returned in the same condition as received.

19. Termination of Work by City for Its Convenience. City shall have the right to terminate this Agreement at any time for its convenience by giving notice of such termination to Service Provider. In the event City shall give such notice of termination, Service Provider shall cease rendering Services upon receipt of said notice given as required in this Agreement. If City terminates this Agreement:

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(a) Service Provider shall deliver copies of all Products prepared by it pursuant to this Agreement.
(b) If City terminates this Agreement for convenience before City issues the Notice to Proceed to Service Provider or before Service Provider commences any Services hereunder, whichever last occurs, City shall not be obligated to make any payment to Service Provider. If City terminates this Agreement after City has issued the Notice to Proceed to Service Provider and after Service Provider has commenced performance under this Agreement, City shall pay Service Provider the reasonable value of the Services rendered by Service Provider pursuant to this Agreement prior to termination of this Agreement. City shall not in any manner be liable for Service Provider's actual or projected lost profits had Service Provider completed the Services.

Service Provider shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Service Provider prior to termination. In the event of a dispute as to the reasonable value of the Services rendered by Service Provider prior to termination and the Parties are unable to agree upon said amount within sixty (60) calendar days following the date of the notice of termination by City, such dispute may, upon the request of either Party, be resolved by arbitration conducted in accordance with the “Arbitration of Disputes” section of this Agreement. (c) Except as provided in this Agreement, in no event shall City be liable for costs incurred by or on behalf of Service Provider after the date of the notice of termination.

20. Assurance of Performance. If, at any time, City believes Service Provider may not be adequately performing its obligations under this Agreement or may fail to complete the Services as required by this Agreement, City may submit a written request to Service Provider for written assurances of performance and a plan to correct observed deficiencies in Service Provider's performance. Failure to provide written assurances subsequent to such written request, constitutes grounds to declare a breach under this Agreement.

21. Cancellation for Breach by Either Party. Should either Party fail to substantially perform its obligations in accordance with the provisions of this Agreement, the other Party shall thereupon have the right to cancel the Agreement by giving written notice and specifying the effective date of such cancellation. If City cancels this Agreement for breach and it is subsequently determined that Service Provider did not fail to substantially perform its obligations in accordance with this Agreement, then cancellation for breach by City shall be deemed, and treated, as termination for convenience.

Neither Party waives the right to recover damages against the other for breach of this Agreement, including any amount necessary to compensate City for all detriment proximately caused by Service Provider's failure to perform its obligations hereunder or which in the ordinary course of things would be likely to result therefrom. City reserves the right to offset such damages against any payments owed to Service Provider.

City shall not in any manner be liable for Service Provider's actual or projected lost profits had Service Provider completed the Services required by this Agreement.

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22. Non-Discrimination. In its performance of the Services, Service Provider shall adhere to City’s EEO Policy which states, “The City is committed to ensuring that all qualified individuals have a full and fair opportunity to compete in all phase of the hiring process and promotion, and to enjoy the benefits of employment with the City. All employees and applicants shall receive equal consideration and treatment in employment without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, or status as a covered veteran in accordance with applicable federal or state statutes, the City’s ordinances, resolutions, rules or regulations.”
In addition, all agreements with sub-contractors will include language as required by the Office of Federal Contract Compliance Programs (OFCCP) that requires sub-contractors to maintain equal employment opportunity policies, and, as necessary, affirmative action policies.

23. Arbitration of Disputes. All claims, disputes, and other matters in question between City and Service Provider arising out of or relating to this Agreement or the breach thereof, including claims of Service Provider for extra compensation for Services related to the Project, shall be decided by arbitration before a single arbitrator in accordance with the provisions of Sections 1281 to 1284.2 of the California Code of Civil Procedure (the “Arbitration Laws”) unless the Parties mutually agree otherwise. The provisions of Section 1283.05 of the Arbitration Laws apply to any arbitration proceeding except as otherwise provided in this Agreement. The arbitrator shall have authority to decide all issues between the Parties including, but not limited to, claims for extras, delay and liquidated damages, if any, provided for in this Agreement, matters involving defects in the work product of the Service Provider, rights to payment, and whether the necessary procedures for arbitration have been followed. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

Notice of the demand for arbitration shall be filed in writing with the other Party. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitation.

The Parties shall jointly appoint an arbitrator within fifteen (15) calendar days of the date of giving of the notice of the demand for arbitration. If the Parties are unable to jointly agree upon the appointment of an arbitrator within said fifteen (15) calendar day period, and do not agree in writing to extend said period for a fixed period, then either Party may seek to have the arbitrator appointed by the Superior Court of Stanislaus County in accordance with the Arbitration Laws.

If any proceeding is brought to contest the right to arbitrate and it is determined that such right exists, the losing Party shall pay all costs and attorneys' fees incurred by the prevailing party.

In addition to the other rules of law which may be applicable to any arbitration hereunder, the following shall apply:

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(a) Promptly upon the filing of the arbitration, each Party shall be required to set forth in writing and to serve upon each other Party a detailed statement of its contentions of fact and law.
(b) All parties to the arbitration shall be entitled to the discovery procedures as provided in Section 1283.05 of the California Code of Civil Procedure. (c) The arbitration shall be commenced and conducted as expeditiously as possible consistent with affording reasonable discovery as provided herein. (d) These additional rules shall be implemented and applied by the arbitrator.

The costs of arbitration shall be borne by the Parties as determined by the arbitrator, but each Party shall bear its own attorney's fees associated with the dispute with the other Party and to the arbitration.

24. Insurance Coverage. During the Term, the Service Provider, at its own cost and expense, shall maintain in full force and effect policies of insurance set forth herein, which shall be placed with insurers admitted in California with a current A M Best’s rating of no less than A-:VII and will provide City with written proof of said insurance. Service Provider shall maintain coverage as follows:

24.1 Commercial General Liability. Service Provider shall maintain Commercial General Liability Insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in the amount of no less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate, and Two Million Dollars ($2,000,000.00) products and completed operations for bodily injury, personal injury, and property damage. The general aggregate limit shall apply separately to this Project or the general aggregate shall be doubled.

24.2 Workers’ Compensation Insurance and Employer's Liability. Service Provider shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability with limits of One Million Dollars ($1,000,000.00) each accident or disease. Service Provider shall submit to City, along with the Certificate of Insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

24.3 Commercial Automobile Liability Insurance. Service Provider shall maintain commercial automobile liability insurance using ISO Business Auto Coverage form CA 00 01 (or equivalent) in the amount of no less than Two Million Dollars ($2,000,000.00) or greater each accident for owned, leased, hired, non-owned, and borrowed automobiles. The policy shall provide and be endorsed that the City, its officials, officers, agents, employees, and volunteers are included or named as additional insureds. If Service Provider owns no vehicles, this requirement may be met through a non-owned auto coverage or an endorsement to the CGL policy.

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24.4 Cyber Liability Insurance. Professional must carry Cyber Liability Insurance with limits not less than One Million Dollars ($1,000,000) per occurrence or claim.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

24.5 Technology Errors and Omissions: Service Provider shall maintain technology errors and omissions insurance that insures against professional errors and omissions that may result from providing technology services and products in the minimum amount of One Million Dollars ($1,000,000.00) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of the start of work.

24.6 Umbrella or Excess Policy. Service Provider may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying policies of insurance. No coverage or policies maintained by the City (“Additional Insureds”), whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Service Provider’s primary and excess liability policies are exhausted.

24.7 Waiver of Subrogation. With the exception of professional liability, Contractor hereby agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. The commercial general liability policy, automobile liability policy, and workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of City for all work performed by Contractor, its agents, employees, independent contractors and subcontractors. Contractor shall provide written proof of waiver of subrogation in the Certificate of Insurance. Additionally, Contractor agrees to obtain any available endorsements that may be necessary to effectuate this waiver of subrogation.

25. Additional Insurance Requirements. Within five (5) days of the Effective Date, Service Provider shall provide City with certificates of insurance and amendatory endorsements for all of the policies required under this Agreement (“Certificates and Endorsements”). Such Certificates and Endorsements shall be kept current for the Term of the Agreement and Service Provider shall be responsible for providing updated copies. With the exception of the workers’ compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such. If a carrier will not provide the required notice of cancellation, the

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Service Provider shall provide written notice to the City no later than ten (10) business days before cancellation; (b) name City, and City’s Agents as additional insureds with respect to liability arising out of Services, work or operations performed by or on behalf of Service Provider and shall be endorsed to state such; (c) name City of Turlock as a certificate holder; (d) cover products and completed operations of Service Provider, premises owned, occupied, or used by the Service Provider, or automobiles owned, leased, or hired or borrowed by the Service Provider; contain no special limitations on the scope of protection afforded to City; (e) allow and be endorsed primary with respect to any insurance or self-insurance programs covering City or City’s Agents and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of Service Provider’s insurance and shall not contribute to it; (f) contain standard separation of insured provisions; and (g) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

26. Indemnifications.

26.1 Indemnification for Professional Liability. When the law establishes a professional standard of care for any portion of the Services provided under this Agreement, to the fullest extent permitted by law. Service Provider shall defend with legal counsel reasonably acceptable to City, indemnify and hold harmless City and City’s Agents from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Service Provider or its subcontractors), expense and liability of every kind, nature and description that arise out of, pertain to, or relate to acts or omissions of Service Provider, or any direct or indirect subcontractor, employee, contractor, representative or agent of Service Provider, or anyone that Service Provider controls (collectively “Liabilities”). Such obligations to defend, hold harmless, and indemnify City and City’s Agents shall not apply to the extent that such Liabilities are caused in whole by the sole negligence, active negligence, or willful misconduct of City or City’s Agents, but shall apply to all other Liabilities. With respect to third party claims against the Service Provider, the Service Provider waives any and all rights of any type of express or implied indemnity against City and City’s Agents.

26.2 Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Service Provider shall indemnify, defend, and hold harmless City and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel’s fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Service Provider or by any individual or agency for which Service Provider is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of Service Provider.

27. Liability of City. Notwithstanding any other provision of this Agreement, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue,

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arising out of or in connection with this Agreement or the Services performed in connection with this Agreement.

28. Independent Contractor. At all times during the Term, Service Provider shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which Service Provider performs the Services required under this Agreement. Service Provider shall be liable for its acts and omissions and those of its employees, contractors, subcontractors, representatives, volunteers, and its agents. Nothing contained herein shall be construed as creating an employment, agency or partnership relationship between City and Service Provider. City shall have the right to control Service Provider only insofar as the result of Service Provider’s Services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Service Provider accomplishes Services rendered pursuant to this Agreement.

29. Service Provider Not Agent. Except as City may specify in writing, Service Provider shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Service Provider shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

30. Payment of Taxes and Other Expenses. Payment of any taxes, including California sales and use taxes, levied upon this Agreement, the transaction, or the Services or goods delivered pursuant hereto, shall be the obligation of Service Provider.

31. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Any Party hereto may at any time, by giving ten (10) days’ written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below.

If to City: City of Turlock
Attn: Chief Jason Hedden
244 N. Broadway Avenue
Turlock, California 95380
With courtesy copies to: City of Turlock, City Attorney’s Office Attn: George A. Petrulakis, City Attorney
156 S. Broadway, Suite 230
Turlock, California 95380-5456
If to Service Provider: KAM Software Technologies
DBA Crossroads Software Inc.

Attn: Kelly Kalberg
1981 Trevor Ln.

Corona, California 92881

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32. City Contract Administrator. City’s Contract Administrator and contact person for this Agreement is:

City of Turlock
Amanda Fortado
244 N. Broadway Avenue
Turlock, California 95380
Telephone: (209) 656-3147
E-mail: [email protected]

33. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural and vice versa.

34. Use of City Project Number. [Intentionally Omitted]

35. Modification. No alteration, amendment, modification, or termination of this Agreement shall be valid unless made in writing and executed by all of the Parties to this Agreement.

36. Waiver. No covenant, term, or condition or the breach thereof shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.

37. Assignment. No Party to this Agreement shall assign, transfer, or otherwise dispose of this Agreement, in whole or in part, to any individual, firm, or corporation without the prior written consent of the other Party. Subject to the forgoing provisions, this Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Parties hereto.

38. Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states or firms and that all former requirements necessary or required by state or federal law in order to enter into the Agreement have been fully complied with. Further, by entering into this Agreement, neither Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.

39. Drafting and Ambiguities. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting Party does not apply in interpreting this Agreement.

40. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California.

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41. Venue. Venue for all legal proceedings shall be in the Superior Court of the State of California, in and for the County of Stanislaus.

42. Severability. If this Agreement in its entirety is determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any provision of this Agreement shall be determined by a court to be invalid and unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, which becomes effective after the Effective Date of this Agreement, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement.

43. Execution and Counterparts. This Agreement may be executed simultaneously, and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be electronically signed utilizing services such as DocuSign and Nitro Sign, or by transmitting signatures in pdf or similar format, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

44. Audit. City shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Service Provider’s charges to City under this Agreement.

45. Entire Agreement. This Agreement, together with its specific references, attachments, and exhibits, constitutes the entire agreement of the Parties with respect to the subject matters hereof and supersedes any and all prior negotiations, understanding, and agreements with respect hereto, whether oral or written. Should any conflict exist between the terms and conditions of the Agreement and any and all exhibits attached hereto, the terms and conditions of the Agreement shall prevail.

46. Supersedes Prior Agreement. It is the intention of the Parties hereto that this Agreement shall supersede any prior agreements, discussions, commitments, or representations, whether written, electronic or oral, between the Parties with respect to the subject matter of this Agreement.

47. Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” and “can” are permissive.

48. Successors and Assigns. All representations, covenants, and warranties specifically set forth in this Agreement, by or on behalf of, or for the benefit of, any or all of the Parties hereto, shall be binding upon and inure to the benefit of such Party, its successors and assigns.

49. Headings. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

50. Attorney’s Fees and Costs. If any action at law or in equity not resolved pursuant to the “Arbitration of Disputes” section of this Agreement, including action for declaratory relief, is

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brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

51. Necessary Acts and Further Assurances. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

52. Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.
[Signatures on Following Page]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by and through their respective officers thereunto duly authorized.

CITY OF TURLOCK, a California
municipal corporation
By:

Susan E. Borrego, Interim City Manager
Date:

APPROVED AS TO SUFFICIENCY:

By:

Jason Hedden, Chief of Police
APPROVED AS TO FORM:

By:

George A. Petrulakis, City Attorney
ATTEST:

By:

Nichole Fiez, City Clerk

SERVICE PROVIDER
KAM Software Technologies DBA Crossroads
Software Inc., a
California corporation
By:

Print Name:

Title:

Date

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EST IMAT E
KAM Software Technologies DBA
Crossroads Software Inc.
6700 N Linder Rd Ste 156 PMB 351
Meridian, ID 83646-6608
[email protected]
+1 (714) 990-6433
Turlock (PD)
Bill to
Turlock Police Department
156 SBroadway
Turlock, Ca 95380
Estimate details
Estimate no.: 1028
Estimate date: 09/30/2025
Expiration date: 09/30/2026
# Product or service Description Qty Rate Amount

1. Collision Report Writer - Mobile Crossroads Report Writer for collision reporting (mobile) - site license
1 $3,900.00 $3,900.00

2. Collision Report Writer - Desktop Crossroads Report Writer for collision reporting (desktop) - site license
1 $9,800.00 $9,800.00

3. CHP 180 Tow Form (Desktop) CHP 180 Tow Form Application (Desktop) -Site License
1 $4,900.00 $4,900.00

4. CHP 180 Tow Form (Mobile) Tow Form Application (Mobile)-Site License 1 $0.00 $0.00

5. CHP Upload Interface toUpload Collision Report Data and Documents tothe CHP SWITRS System
1 $24,800.00 $24,800.00

6. Project Management and Training Project Management (dedicated PM) and Training (via on demand training videos)
1 $300.00 $300.00

7. Maintenance and Support (twoapplications) Annual Maintenance and Support (includes upgrades tonew versions as they become
available) (02/01/2026-01/31/2029)
3 $5,900.00 $17,700.00

8. Maintenance and Support-Parking eCite Annual Maintenance and Support (includes upgrades tonew versions as they become
available) (02/01/2026-01/31/2029) eCite prior
Maintenance and Support credit -369.36
3 $1,900.00 $5,700.00

9. Agency Discount Agency Discount (current client, mutiple applications)
1 −$10,000.00 −$10,000.00

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10. Agency Discount Agency Discount Credir for eCite Maintence paid until 4/11/26
1 −$369.66 −$369.66
Total $56,730.34
Expiry date 09/30/2026
Accepted date Accepted by
to k e n = 8 1 3 4 6 0 8 e 3 0 8 7 4 a 9 b b fe 6 8 0 e 6 e b 9 3 2 c0 4 2 6 4 d e cf3 c3 4 1 2 9 a c7 e 3 a 5 b 2 2 4 9 0 4 0 5 8 e 8 e 3 5 2 d 3 d 4 f4 6 3 a 9 a fa e b 4 c2 d b 8 a b 4

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City Council Staff Report
January 13, 2026
From: Christopher Fisher, Municipal Services Director
Prepared by: Carlos Guerrero, Utilities Division Manager Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Approving an agreement (City Contract No. 2026-082), in a form approved by the City Attorney, with POSM Software LLC for annual software licensing, maintenance, and technical support for the City’s utilities televising van system, for a one-year term with automatic annual renewals unless terminated in writing by either party, with costs funded from Fund 410 (Water Quality Control)

2. NARRATIVE:

The Municipal Services Department operates a utilities televising van used to inspect water and wastewater infrastructure throughout the City. These inspections generate critical video and condition assessment data used to document system integrity, prioritize maintenance activities, and inform capital improvement planning.

POSM Software provides the proprietary platform used to store, manage, review, and analyze this inspection data. The software is fully integrated into the City’s existing televising equipment and workflows, and serves as the City’s central repository for pipeline inspection records. Continued access to POSM’s software, updates, and technical support is necessary to maintain operational continuity, data integrity, and regulatory documentation.

The proposed agreement establishes a one-year term with automatic annual renewals, allowing the City to maintain uninterrupted access to the software while preserving the ability to terminate the agreement with thirty (30) days’ written notice if services are no longer required or funding is unavailable. The agreement includes updated City standard terms addressing insurance, indemnification, public records compliance, pricing controls, and California venue and governing law, ensuring alignment with current City contracting requirements.

Approval of this agreement allows the Utilities Division to continue using a system that is already embedded in daily operations, avoids disruption to inspection activities, and eliminates the need for costly data migration or retraining associated with transitioning to a different platform.

3. FISCAL IMPACT / BUDGET AMENDMENT:

The current annual cost of the agreement is $8,000, which will be funded through the Municipal Services Department’s operating budget for software licensing, maintenance, and technical support within Fund 410 (Water Quality Control), account number 410-51- 534.44030_042. Sufficient funds are available in the current fiscal year. While the initial annual cost is $8,000, the agreement allows for annual price increases upon renewal, subject to advance written notice and limitations tied to the San Francisco–Oakland

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Agenda Staff Report
1/13/2026
Consumer Price Index or the vendor’s published pricing, whichever is lower, in accordance with the terms of the agreement.

4. ENVIRONMENTAL DETERMINATION:

This action is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) of the CEQA guidelines. This action consists of “organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment” and therefore is not considered a project.

5. ATTACHMENTS:

1. City Contract 2026-082 with POSM Software LLC

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Pipeline Observation System Management
Email » [email protected] \\ Website » www.posmsoftware.com Phone » 859-274-0041 \\ Fax » 707-238-1478
POSM Software LLC License
Customer Name:

Main Contact:

Address:

Product Type:

Product Key:

Contract Expiration:

City of Turlock, CA
156 S Broadway Ste 270, Turlock, CA 95380
POSM Professional, POSM Storage Server, POSM Pro and Storage Support Pro Serial Numbers: 834969, 800202, Storage Reg. No.: 7432-5259-2432-3204 December 3, 2025

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identified as serial numbers: __________________________ WHEREAS, Licensee will from time to time require maintenance and support regarding the use of the Software.

NOW THEREFORE, Licensor and Licensee agree as follows:

Pipeline Observation System Management
Email » [email protected] \\ Website » www.posmsoftware.com Phone » 859-274-0041 \\ Fax » 707-238-1478
POSM Software LLC LICENSE AGREEMENT
READ THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE

DOWNLOADING, INSTALLING, UPDATING, OR USING POSM SUPPLIED SOFTWARE. THIS DOCUMENT CONSTITUTES AN AGREEMENT TO USE THE SOFTWARE ON THE TERMS AND CONDITIONS APPE/ARING BELOW.

BY DOWNLOADING, INSTALLING, UPDATING OR USING THE SOFTWARE

YOU ARE CONSENTING TO BE BOUND BY THIS MAINTENANCE AND
SUPPORT AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF

THIS LICENSE, THEN DO NOT DOWNLOAD, INSTALL, UPDATE OR USE THE SOFTWARE.

The following terms govern your use of the Software except to the extent a particular program (a) is the subject of a separate written agreement with POSM or its dealers or (b) includes a separate "click-on" license agreement as part of the installation and/or download process. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the written agreement, (2) the click-on agreement, and (3) this Software License.

This License Agreement is entered into between POSM, the Agent and/or the owner of all rights in respect of the software (herein referred to as "Licensor") of the one part and you, the licensee, on the other.

THIS AGREEMENT ("Agreement") is entered into on BBBB between POSM SOFTWARE LLC ("Licensor"), with its principal place of business located at 2145 Millsboro Rd. Mansfield OH 44906 (legal address: 7901 4th St. N. St. Petersburg, FL 33702) and ______________________________ with its princip City of Turlock, CA al place of business located at: _6%URDGZD\6WH7XUORFN&$
 .

RECITALS
WHEREAS, Licensor is engaged in the business of computer application development, including technical software support and maintenance,
WHEREAS, Licensor has created and implemented for Licensee certain software PRO/Storage 800202, 834969

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Pipeline Observation System Management
Email » [email protected] \\ Website » www.posmsoftware.com Phone » 859-274-0041 \\ Fax » 707-238-1478
 Scope of Services
Licensor agrees to perform, and Licensee agrees to accept, the maintenance and support services referred to in Exhibit A (Statement of Work) with respect to the Software.
 Price and Payment Terms
Licensee will pay Licensor for Licensor's ZRUN on the terms and conditions set forth in Exhibit A (4UBUFNFOUPG8PSL
5IFQSJDFGPSUIFDVSSFOUUFSNPGTVQQPSU
TFSWJDFTJTTFUBUBUUPUBMPGBOEJTEVFPOPSCFGPSFUIFGJSTUEBZPGTFSWJDFVOMFTT PUIFSXJTFBHSFFEVQPOCZUIFQBSUJFTJOXSJUJOH-JDFOTFFTIBMMSFDFJWFBOJOWPJDFGPSUIF UPUBMDPTUPGQSFQBJETVQQPSUTFSWJDFTXIJDIXJMMMJTUUIFDVSSFOUBOOVBMQSJDFGPSFBDI TVQQPSUTFSWJDFDPWFSFEEVSJOHUIFUFSN
 Term and Termination
Unless terminated as provided herein, this Agreement will renew automatically upon purchase of annual support. In the event of termination without cause, Licensee agrees to pay Licensor for all of Licensor's Work performed up to the date of termination, return all copies of the Software to Licensor without demand or notice, or (ii) permanently delete or destroy all copies of the Software in its possession and submit to Licensor a sworn affidavit signed by Licensee attesting to such destruction.
 Ownership of Intellectual Property
Licensor will retain ownership of all proprietary rights in Licensor's Licensed Product, including certain rights, if any, that Licensor has pursuant to license from another party. Upon full payment of the fees set forth in this Agreement, Licensor will grant to Licensee a non-exclusive license to use the Software, as modified or enhanced, in its own business. Licensee is not authorized to sell, license, or permit the use of the Software or rights thereto to any other person or firm.
 Confidential Information
D All information or data (hereinafter “Confidential Information”) provided by, disseminated by, or relating to Licensor shall be confidential and proprietary. Licensee will hold such Confidential Information in confidence and will not disclose, distribute, or use Licensor’s Confidential Information unless required by law or court order.

E This obligation of confidentiality will extend for an indefinite period after the termination of this agreement but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.  Obligations of Licensor
D Licensor will promptly notify Licensee of any material defects or malfunctions in the Software or related documentation that it learns from

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Pipeline Observation System Management
Email » [email protected] \\ Website » www.posmsoftware.com Phone » 859-274-0041 \\ Fax » 707-238-1478
any source.
b. Licensor will, from time to time, supply Licensee with copies of the Software and relevant documentation revised to reflect significant updates and enhancements to the software made by Licensor, if any, during the period of this Agreement. Such enhancements may include, without limitation, modifications to the Software that increase its speed, efficiency, and/or ease of operation. Licensor will supply copies of any of these updates and/or enhancements without additional charge, so long as maintenance and support agreement are current. Licensor will give reasonable assistance to Licensee in installing and operating any new release or enhancement, provided, however, that if such assistance is to be provided at Licensee's facility, such services will be charged at Licensor's then current consulting rate.
c. Within a reasonable time after being given written notice thereof, Licensor will correct inherent material errors in the Software that are not caused by Licensee's misuse, improper use, alteration, or damage of the Software. d. Licensor will supply Licensee with reasonable means of accessing modifications and enhancements to the Software, including diskette, compact disk, USB flash drive or dongle, or through network download.

Licensor is not obligated under this Agreement to perform on-site installation of modifications and enhancements.

7. Warranty and Disclaimer
The Software and support agreement are provided on an "AS IS" basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not Licensor assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of the agreement.

8. Limitation of Liability, Indemnification
Neither party will be liable to the other for special, indirect, or consequential damages incurred or suffered by the other arising as a result of or related to the performance of Licensor's Work, whether in contract, tort, or otherwise, even if the other has been advised of the possibility of such loss or damages. To the extent allowed by law and without waiving any legal immunities that may apply, Licensee will indemnify and hold Licensor harmless against any claims incurred by Licensor arising out of or in conjunction with Licensee's breach of this Agreement, as well as all reasonable costs, expenses and attorneys' fees incurred therein. Licensor's total liability under this Agreement with respect to

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Pipeline Observation System Management
Email » [email protected] \\ Website » www.posmsoftware.com Phone » 859-274-0041 \\ Fax » 707-238-1478
the Work, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Licensee to Licensor during the six (6) month period prior to the date the claim arises.

9. Relation of Parties
The performance by Licensor of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Licensor and Licensee, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

10.Non-assignment
Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without prior written consent of the other party, which may be withheld for any reason.

11.Arbitration
Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

12.Attorneys' Fees
If any party should bring an action or suit for recovery of any sum due under this Agreement, or because of the breach of any provisions of this Agreement, or for any other relief, or in the event of any other arbitration or litigation between the parties with respect to this Agreement, then all costs and expenses, including collection agency fees and reasonable attorneys' fees incurred by the prevailing party in such litigation, court proceeding, appeal, petition for review therefrom or in any proceeding before a U.S. Bankruptcy Court, shall be paid by the other party, such amount to be set by the court before which the matter is heard, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment.

13.Severability
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

14.Force Majeure
Neither party will be held responsible for any delay or failure in performance of

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Pipeline Observation System Management
Email » [email protected] \\ Website » www.posmsoftware.com Phone » 859-274-0041 \\ Fax » 707-238-1478
any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

15.No Waiver
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

16.Whenever notice is required to be given under this Agreement, a writing signed by an officer of the party serving such notice, and mailed by certified mail, return receipt requested, to the other party, shall be deemed good and sufficient notice. Such notices shall be addressed to the Licensor at: POSM Software LLC, 7901 4th St. N. St, Petersburg, FL 33702, and to the Licensee at ______________________________________________________.

17.Entire Agreement
This Agreement together with purchase order and/or any attachmentsLQFOXGLQJ /LFHQVHH
V$GGHQGXP referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations, or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein and by using POSM Software adhere to this agreement. 156 S Broadway, Ste 270, Turlock, California 95380

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Pipeline Observation System Management
Email » [email protected] \\ Website » www.posmsoftware.com Phone » 859-274-0041 \\ Fax » 707-238-1478
Licensor:

Printed Name: Robert M. Katter Date: _______
Signature:

Title: President, POSM Software LLC
Licensee:

Printed Name: Date:

Signature:
12/2025 ____

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Pipeline Observation System Management
Email » [email protected] \\ Website » www.posmsoftware.com Phone » 859-274-0041 \\ Fax » 707-238-1478
EXHIBIT A: STATEMENT OF WORK

TABLE OF CONTENTS

PREAMABLE

1.0 Technical Support

2.0 Payment

3.0 Supporting Documentation

4.0 Expenses and Taxes

PREAMBLE
This Statement of Work accompanies an Agreement that has been executed by the parties. All statements of fact contained in this Statement of Work are subject to the terms and conditions set forth in such Agreement. The terms and conditions set forth in the Agreement control in the event of any inconsistency between such terms and conditions and the matters set forth in this Statement of Work.

1.0 Technical Support
Licensee will be provided with exclusive benefits from POSM Software LLC, including and not limited to, new releases, updates, customized reports using POSM Database Template Editor, and a free ESRI GIS database conversion to be exported into POSM Pro (limit 1 free conversion per Licensee, not based on number of licenses and support contracts). Licensee will also be provided technical assistance with POSM Software via telephone support, online remote support (if supported), and online training modules, Monday-Friday 7:00 am – 7:00 pm, EST. POSM Software LLC will be closed in honor of the following major holidays: Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving, Christmas, and New Years. Licensee may be eligible for free ESRI GIS database conversion if Licensee falls within POSM Software LLC’s certified map. For a copy of the certified map, please contact POSM telephone support.

In the event a call is not answered immediately by POSM Support, please leave a detailed message and a support representative will be contact as soon as possible.

This support contract does not include onsite travel, in the event onsite travel is requested, a separate charge will apply.

POSM Software LLC is not responsible for loss of data, software or hardware failure; all hardware is deemed the responsibility of the original manufacturer.

2.0 Payment
Payment is due on or before the contract start date. Licensee may not withhold any amounts due hereunder and Licensor reserves the right to cease work without

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Pipeline Observation System Management
Email » [email protected] \\ Website » www.posmsoftware.com Phone » 859-274-0041 \\ Fax » 707-238-1478
prejudice if amounts are not paid when due. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and a half (1.5) percent per month or fraction thereof until paid.

3.0Supporting Documentation
The POSM Manual, POSM License Agreement & POSM demo videos can be located on the following website: http://posm.us.

4.0Expenses and Taxes
Prices quoted for Services do not include, and Licensee will reimburse, Licensor for its reasonable and necessary cost of travel and out-of-pocket costs for photocopying, overnight courier, unusual long-distance telephone, and the like. All reimbursable, non-local trips must be approved by Licensee before commencing. Any applicable sales tax is to be paid by Licensee.

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